Common use of Method of Asserting Claims Clause in Contracts

Method of Asserting Claims. All claims for indemnification under Section 9, other than any Tax Claim (which shall be asserted and resolved as set forth in Section 9.4) and any Environmental Claim (which shall be asserted and resolved as set forth in Section 9.5), will be asserted and resolved as follows: 9.3.1 Subject to the provisions of each of Section 9.1 and Section 9.2, a party claiming indemnification (the “Indemnified Party”) in respect of, arising out of or involving a claim or demand made by a third party against the Indemnified Party (a “Third Party Claim”) shall deliver notice (a “Claim Notice”) to the other party (the “Indemnifying Party”) within fifteen (15) Business Days after receipt by the Indemnified Party of written notice of the Third Party Claim; provided, however, that failure to timely give such Claim Notice shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have (i) been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failure. 9.3.2 In the case of a Third Party Claim, the Indemnifying Party shall be entitled to assume and control the defense and settlement thereof with counsel selected by the Indemnifying Party. Should the Indemnifying Party so assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, provided that the Indemnifying Party shall be permitted to control such defense and any settlement. If the Indemnifying Party does not assume the defense of a Third Party Claim within thirty (30) days following a Claim Notice, the Indemnified Party, by notice to the Indemnifying Party, may employ its own counsel and control the defense of the Third Party Claim and the Indemnifying Party shall be liable for the reasonable fees and disbursements of one counsel employed by the Indemnified Party in each applicable jurisdiction, provided that in any such case the Indemnified Party shall diligently and in good faith contest such Third Party Claim. Whether the Indemnifying Party or the Indemnified Party controls the defense of any Third Party Claim, the parties shall cooperate in the defense thereof. Such cooperation shall include the retention and provision to the counsel of the controlling party of records and information that are reasonably relevant to such Third Party Claim, and making employees available on a commercially reasonable, mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party shall have the right to settle, compromise or discharge a Third Party Claim without the Indemnified Party’s consent if such settlement, compromise or discharge (i) constitutes a complete and unconditional discharge and release of the Indemnified Party, (ii) does not include any statement as to or an admission of fault, culpability or a failure to act by, or on behalf of, any such Indemnified Party and (iii) provides for no relief other than the payment of monetary damages and such monetary damages are paid by the Indemnifying Party (subject to, if Seller is the Indemnifying Party, the Deductible Amount, the Minimum Amount and the Maximum Amount, as provided above). No Third Party Claim may be settled by the Indemnified Party without the written consent of the Indemnifying Party. If the Indemnified Party desires to settle a Third Party Claim, it shall provide the Indemnifying Party with a written document signed by the Person making the Third Party Claim and the Indemnified Party setting forth the terms of the proposed settlement (the “Settlement Offer”). The Indemnifying Party shall not unreasonably withhold its consent to such proposed settlement unless it agrees that it shall indemnify the Indemnified Party with respect to such Third Party Claim in accordance with this Section 9, subject to the Maximum Amount, the Minimum Amount and the Deductible Amount, provided that the amount of the final settlement or judgment with respect to such Third Party Claim that is in excess of the amount of the Settlement Offer shall not be subject to the Maximum Amount nor shall it be applied against the Maximum Amount. 9.3.3 If an Indemnified Party has a claim against any Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party shall deliver notice (an “Indemnity Notice”) within thirty (30) days after the Indemnified Party has Knowledge of any claim that the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement describing in reasonable detail the facts giving rise to any claim for indemnification and shall include in such Indemnity Notice the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement upon which such claim is based, provided, however, that failure to timely give such Indemnity Notice shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have (i) been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failure. If the Indemnifying Party disputes its liability with respect to such claim, the Indemnifying Party and the Indemnified Party will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within thirty (30) days, the Indemnified Party may commence an Action in connection therewith.

Method of Asserting Claims. All claims for indemnification by any Indemnified Party under Section 9, other than any Tax Claim (which this Article VII shall be asserted and resolved as set forth in Section 9.4) and any Environmental Claim (which shall be asserted and resolved as set forth in Section 9.5), will be asserted and resolved as follows: 9.3.1 Subject to the provisions of each of Section 9.1 and Section 9.2, a party claiming indemnification (the “Indemnified Party”a) in respect of, arising out of or involving a claim or demand made by a third party against the If an Indemnified Party (a “Third Party Claim”) intends to seek indemnification under this Article VII, it shall deliver notice (a “Claim Notice”) to promptly notify the other party (the “Indemnifying Party”) within fifteen (15) Business Days after receipt by the Indemnified Party Owner in writing of written notice of the Third Party Claim; provided, however, that such claim. The failure to timely give provide such Claim Notice shall notice will not affect the indemnification provided any rights hereunder except to the extent the Indemnifying Owner is materially prejudiced thereby. (b) If such claim involves a claim by a third-party against the Indemnified Party, the Owner shall, within ten days after receipt of such notice and upon notice to the Indemnified Party, assume, with counsel reasonably satisfactory to the Indemnified Party, at the sole cost and expense of the Owner, the settlement or defense thereof (in which case any Loss associated therewith shall be the sole responsibility of the Owner), provided that the Indemnified Party shall have may participate in such settlement or defense through counsel chosen by it. If the Indemnified Party determines in good faith that representation by the Owner’s counsel of (i) been prejudiced as a result of such failure or the Indemnifying Party and (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failure. 9.3.2 In the case of a Third Party Claim, the Indemnifying Party shall be entitled to assume and control the defense and settlement thereof with counsel selected by the Indemnifying Party. Should the Indemnifying Party so assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for legal may present such counsel with a conflict of interest, then the Owner shall pay the reasonable fees and expenses subsequently incurred by of the Indemnified Party’s counsel. Notwithstanding the foregoing, (i) the Indemnified Party may, at the sole cost and expense of the Owner, at any time prior to the delivery of the notice referred to in connection with the first sentence of this Section 7.02(b) by the Owner, file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests, (ii) the Indemnified Party may take over the control of the defense thereofor settlement of a third-party claim at any time if it irrevocably waives its right to indemnity under this Article VII with respect to such claim and (iii) the Owner may not, without the consent of the Indemnified Party, settle or compromise any action or consent to the entry of any judgment. If So long as the Indemnifying Party assumes Owner is contesting any such defenseclaim in good faith, the Indemnified Party shall have not pay or settle any such claim without the right Owner’s consent, such consent not to employ counselbe unreasonably withheld. Notwithstanding the foregoing, at its own expenseif the compromise or settlement of a third-party claim could reasonably be expected to adversely affect the status of the Parent as a real estate investment trust within the meaning of Section 856 of the Code, separate from then the counsel employed by Parent shall make such decision to compromise or settle the Indemnifying Party, provided that third-party claim without the Indemnifying Party shall be permitted need to control such defense and any settlementobtain the other party’s consent. If the Indemnifying Party does Owner is not entitled to assume the defense of a Third Party Claim within thirty the claim pursuant to the foregoing provisions or is entitled but does not contest such claim in good faith (30) days following a Claim Notice, including if the Owner does not notify the Indemnified Party, by notice to the Indemnifying Party, may employ Party of its own counsel and control assumption of the defense of such claim within the Third Party Claim and the Indemnifying Party shall be liable for the reasonable fees and disbursements of one counsel employed by the Indemnified Party in each applicable jurisdiction, provided that in any such case the Indemnified Party shall diligently and in good faith contest such Third Party Claim. Whether the Indemnifying Party or the Indemnified Party controls the defense of any Third Party Claim, the parties shall cooperate in the defense thereof. Such cooperation shall include the retention and provision to the counsel of the controlling party of records and information that are reasonably relevant to such Third Party Claim, and making employees available on a commercially reasonable, mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party shall have the right to settle, compromise or discharge a Third Party Claim without the Indemnified Party’s consent if such settlement, compromise or discharge (i) constitutes a complete and unconditional discharge and release of the Indemnified Party, (ii) does not include any statement as to or an admission of fault, culpability or a failure to act by, or on behalf of, any such Indemnified Party and (iii) provides for no relief other than the payment of monetary damages and such monetary damages are paid by the Indemnifying Party (subject to, if Seller is the Indemnifying Party, the Deductible Amount, the Minimum Amount and the Maximum Amount, as provided ten-day period set forth above). No Third Party Claim may be settled by the Indemnified Party without the written consent of the Indemnifying Party. If the Indemnified Party desires to settle a Third Party Claim, it shall provide the Indemnifying Party with a written document signed by the Person making the Third Party Claim and the Indemnified Party setting forth the terms of the proposed settlement (the “Settlement Offer”). The Indemnifying Party shall not unreasonably withhold its consent to such proposed settlement unless it agrees that it shall indemnify the Indemnified Party with respect to such Third Party Claim in accordance with this Section 9, subject to the Maximum Amount, the Minimum Amount and the Deductible Amount, provided that the amount of the final settlement or judgment with respect to such Third Party Claim that is in excess of the amount of the Settlement Offer shall not be subject to the Maximum Amount nor shall it be applied against the Maximum Amount. 9.3.3 If an Indemnified Party has a claim against any Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party shall deliver notice (an “Indemnity Notice”) within thirty (30) days after the Indemnified Party has Knowledge of any claim that the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement describing in reasonable detail the facts giving rise to any claim for indemnification and shall include in such Indemnity Notice the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement upon which such claim is based, provided, however, that failure to timely give such Indemnity Notice shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have (i) been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failure. If the Indemnifying Party disputes its liability with respect to such claim, the Indemnifying Party and the Indemnified Party will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within thirty (30) days, then the Indemnified Party may commence an Action conduct and control, through counsel of its own choosing and at the expense of the Owner, the settlement or defense thereof, and the Owner shall cooperate with it in connection therewith. The failure of the Indemnified Party to participate in, conduct or control such defense shall not relieve the Owner of any obligation it may have hereunder. Any defense costs required to be paid by the Owner shall be paid as incurred, promptly against delivery of invoices therefor. Notwithstanding the foregoing, any indemnification chosen by a third-party with respect to any breach of a representation or warranty in Section 4.01(h) shall be governed by Section 6.04(c).

Method of Asserting Claims. All claims Whenever any Claim shall arise for indemnification under this Section 920, other than any Tax Claim (which shall be asserted and resolved as set forth in Section 9.4) and any Environmental Claim (which shall be asserted and resolved as set forth in Section 9.5), the indemnified party will be asserted and resolved as follows: 9.3.1 Subject give prompt written notice to the provisions indemnifying party of each of Section 9.1 such Claim, stating the nature, basis and Section 9.2, a party claiming indemnification (the “Indemnified Party”) in respect of, arising out of or involving a claim or demand made by a third party against the Indemnified Party (a “Third Party Claim”) shall deliver notice (a “Claim Notice”) to the other party (extent known) amount thereof, and shall cooperate fully in the “Indemnifying Party”) within fifteen (15) Business Days after receipt by the Indemnified Party defense, settlement or compromise of written notice of the Third Party such Claim; provided, however, provided that failure to timely give such Claim Notice prompt notice shall not affect jeopardize the right of the indemnified party to indemnification provided hereunder except to the extent the Indemnifying Party unless such failure shall have (i) been materially prejudiced as a result the ability of the indemnified party to defend such failure or (ii) forfeited rights and defenses otherwise available Claim. The indemnifying party shall have the sole right to the Indemnifying Party as a result of such failure. 9.3.2 In the case of a Third Party Claim, the Indemnifying Party shall be entitled to assume and control the defense and settlement thereof with select counsel selected by the Indemnifying Party. Should the Indemnifying Party so assume for the defense of a Third Party such Claim, subject to the Indemnifying Party approval of the indemnified party (which approval shall not be liable unreasonably withheld) and to control the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes such defense, the Indemnified Party settlement or compromise of such Claim. The indemnified party shall have the right to employ counselparticipate in (but not control) the defense of any such Claim, with its counsel and at its own expense. The indemnified party shall not settle or compromise any Claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the indemnifying party. The indemnifying party shall obtain the prior written approval of the indemnified party (which approval may not be unreasonably withheld) before ceasing to defend against such third party claim or entering into any settlement or compromise of such third party claim involving injunctive or similar equitable relief being asserted against any indemnified party and no indemnifying party will, separate from the counsel employed by the Indemnifying Partywithout prior written consent of each indemnified party, provided that the Indemnifying Party shall be permitted to control such defense and any settlement. If the Indemnifying Party does not assume the defense of a Third Party Claim within thirty (30) days following a Claim Notice, the Indemnified Party, by notice settle or compromise or consent to the Indemnifying Party, may employ its own counsel and control the defense entry of the Third Party Claim and the Indemnifying Party shall be liable for the reasonable fees and disbursements of one counsel employed by the Indemnified Party in each applicable jurisdiction, provided that any judgment in any such case the Indemnified Party shall diligently and in good faith contest such Third Party Claim. Whether the Indemnifying Party pending or the Indemnified Party controls the defense of any Third Party threatened Claim, the parties shall cooperate action or cause of action, suit or proceeding in the defense thereof. Such cooperation shall include the retention and provision to the counsel respect of the controlling which indemnification may be sought thereunder (whether or not any such indemnified party of records and information that are reasonably relevant is a party to such Third Party Claim, and making employees available on a commercially reasonableaction or cause of action, mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party shall have the right to settlesuit or proceeding), compromise or discharge a Third Party Claim without the Indemnified Party’s consent if unless such settlement, compromise or discharge (i) constitutes a complete and consent includes an unconditional discharge and release of the Indemnified Party, (ii) does not include any statement as to or an admission all such indemnified parties from all liability arising out of fault, culpability or a failure to act by, or on behalf of, any such Indemnified Party and (iii) provides for no relief other than the payment of monetary damages and such monetary damages are paid by the Indemnifying Party (subject to, if Seller is the Indemnifying Party, the Deductible Amount, the Minimum Amount and the Maximum Amount, as provided above). No Third Party Claim may be settled by the Indemnified Party without the written consent of the Indemnifying Party. If the Indemnified Party desires to settle a Third Party Claim, it shall provide the Indemnifying Party with a written document signed by the Person making the Third Party Claim and the Indemnified Party setting forth the terms of the proposed settlement (the “Settlement Offer”). The Indemnifying Party shall not unreasonably withhold its consent to such proposed settlement unless it agrees that it shall indemnify the Indemnified Party with respect to such Third Party Claim in accordance with this Section 9action, subject to the Maximum Amount, the Minimum Amount and the Deductible Amount, provided that the amount of the final settlement suit or judgment with respect to such Third Party Claim that is in excess of the amount of the Settlement Offer shall not be subject to the Maximum Amount nor shall it be applied against the Maximum Amountproceeding. 9.3.3 If an Indemnified Party has a claim against any Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party shall deliver notice (an “Indemnity Notice”) within thirty (30) days after the Indemnified Party has Knowledge of any claim that the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement describing in reasonable detail the facts giving rise to any claim for indemnification and shall include in such Indemnity Notice the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement upon which such claim is based, provided, however, that failure to timely give such Indemnity Notice shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have (i) been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failure. If the Indemnifying Party disputes its liability with respect to such claim, the Indemnifying Party and the Indemnified Party will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within thirty (30) days, the Indemnified Party may commence an Action in connection therewith.

Method of Asserting Claims. All claims for indemnification by any Indemnified Party under Section 9, other than any Tax Claim (which this Article V shall be asserted and resolved as set forth in Section 9.4) and any Environmental Claim (which shall be asserted and resolved as set forth in Section 9.5), will be asserted and resolved as follows: 9.3.1 Subject to the provisions of each of Section 9.1 and Section 9.2, a party claiming indemnification (the “Indemnified Party”a) in respect of, arising out of or involving a claim or demand made by a third party against the If an Indemnified Party (a “Third intends to seek indemnification under this Article V, it shall promptly notify the Indemnifying Party Claim”) shall deliver notice (a “Claim Notice”) to the other party (the “Indemnifying Party”) within fifteen (15) Business Days after receipt by the Indemnified Party in writing of written notice of the Third Party Claim; provided, however, that such claim. The failure to timely give provide such Claim Notice shall notice will not affect the indemnification provided any rights hereunder except to the extent an Indemnifying Party is materially prejudiced thereby. (b) If such claim involves a claim by a third-party against the Indemnified Party, the Indemnifying Party shall, within ten days after receipt of such notice and upon notice to the Indemnified Party, assume, with counsel reasonably satisfactory to the Indemnified Party, at the sole cost and expense of the Indemnifying Party, the settlement or defense thereof (in which case any Loss associated therewith shall be the sole responsibility of the Indemnifying Party), provided that the Indemnified Party may participate in such settlement or defense through counsel chosen by it. If the Indemnified Party determines in good faith that representation by the Indemnifying Party's counsel of (i) the Indemnifying Party and (ii) the Indemnified Party may present such counsel with a conflict of interest, then the Indemnifying Party shall have pay the reasonable fees and expenses of the Indemnified Party's counsel. Notwithstanding the foregoing, (i) been prejudiced as a result the Indemnified Party may, at the sole cost and expense of such failure the Indemnifying Party, at any time prior to the delivery of the notice referred to in the first sentence of this Section 5.02(b) by any Indemnifying Party, file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests, (ii) forfeited rights the Indemnified Party may take over the control of the defense or settlement of a third-party claim at any time if it irrevocably waives its right to indemnity under this Article V with respect to such claim and defenses otherwise available to (iii) the Indemnifying Party may not, without the consent of the Indemnified Party, settle or compromise any action or consent to the entry of any judgment. So long as an Indemnifying Party is contesting any such claim in good faith, the Indemnified Party shall not pay or settle any such claim without such Indemnifying Party's consent, such consent not to be unreasonably withheld. Notwithstanding the foregoing, if the compromise or settlement of a third-party claim could reasonably be expected to adversely affect the status of any subsidiary of the Combined Company electing to be treated as a result real investment trust within the meaning of Section 856 of the Code, then the Combined Company shall make such decision to compromise or settle the third-party claim without the need to obtain the other party's consent. If the Indemnifying Party is not entitled to assume the defense of the claim pursuant to the foregoing provisions or is entitled but does not contest such claim in good faith (including if it does not notify the Indemnified Party of its assumption of the defense of such failure. 9.3.2 In claim within the case ten-day period set forth above), then the Indemnified Party may conduct and control, through counsel of a Third its own choosing and at the expense of the Indemnifying Party, the settlement or defense thereof, and the Indemnifying Party Claimshall cooperate with it in connection therewith. The failure of the Indemnified Party to participate in, conduct or control such defense shall not relieve the Indemnifying Party of any obligation it may have hereunder. Any defense costs required to be paid by the Indemnifying Party shall be entitled to assume and control the defense and settlement thereof with counsel selected by the Indemnifying Party. Should the Indemnifying Party so assume the defense paid as incurred, promptly against delivery of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, provided that the Indemnifying Party shall be permitted to control such defense and any settlement. If the Indemnifying Party does not assume the defense of a Third Party Claim within thirty (30) days following a Claim Notice, the Indemnified Party, by notice to the Indemnifying Party, may employ its own counsel and control the defense of the Third Party Claim and the Indemnifying Party shall be liable for the reasonable fees and disbursements of one counsel employed by the Indemnified Party in each applicable jurisdiction, provided that in any such case the Indemnified Party shall diligently and in good faith contest such Third Party Claim. Whether the Indemnifying Party or the Indemnified Party controls the defense of any Third Party Claim, the parties shall cooperate in the defense thereof. Such cooperation shall include the retention and provision to the counsel of the controlling party of records and information that are reasonably relevant to such Third Party Claim, and making employees available on a commercially reasonable, mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party shall have the right to settle, compromise or discharge a Third Party Claim without the Indemnified Party’s consent if such settlement, compromise or discharge (i) constitutes a complete and unconditional discharge and release of the Indemnified Party, (ii) does not include any statement as to or an admission of fault, culpability or a failure to act by, or on behalf of, any such Indemnified Party and (iii) provides for no relief other than the payment of monetary damages and such monetary damages are paid by the Indemnifying Party (subject to, if Seller is the Indemnifying Party, the Deductible Amount, the Minimum Amount and the Maximum Amount, as provided above). No Third Party Claim may be settled by the Indemnified Party without the written consent of the Indemnifying Party. If the Indemnified Party desires to settle a Third Party Claim, it shall provide the Indemnifying Party with a written document signed by the Person making the Third Party Claim and the Indemnified Party setting forth the terms of the proposed settlement (the “Settlement Offer”). The Indemnifying Party shall not unreasonably withhold its consent to such proposed settlement unless it agrees that it shall indemnify the Indemnified Party with respect to such Third Party Claim in accordance with this Section 9, subject to the Maximum Amount, the Minimum Amount and the Deductible Amount, provided that the amount of the final settlement or judgment with respect to such Third Party Claim that is in excess of the amount of the Settlement Offer shall not be subject to the Maximum Amount nor shall it be applied against the Maximum Amountinvoices therefor. 9.3.3 If an Indemnified Party has a claim against any Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party shall deliver notice (an “Indemnity Notice”) within thirty (30) days after the Indemnified Party has Knowledge of any claim that the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement describing in reasonable detail the facts giving rise to any claim for indemnification and shall include in such Indemnity Notice the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement upon which such claim is based, provided, however, that failure to timely give such Indemnity Notice shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have (i) been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failure. If the Indemnifying Party disputes its liability with respect to such claim, the Indemnifying Party and the Indemnified Party will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within thirty (30) days, the Indemnified Party may commence an Action in connection therewith.

Method of Asserting Claims. All claims for (a) A Party seeking indemnification under pursuant to Section 9, other than any Tax Claim 12.2 (which shall be asserted and resolved as set forth in Section 9.4) and any Environmental Claim (which shall be asserted and resolved as set forth in Section 9.5), will be asserted and resolved as follows: 9.3.1 Subject to the provisions of each of Section 9.1 and Section 9.2, a party claiming indemnification (the an “Indemnified Party”) shall give prompt notice to the Party from whom such indemnification is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any action, suit or proceeding, in respect ofof which indemnity may be sought hereunder and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request, arising out but failure to give such notice shall relieve the Indemnifying Party of or involving a claim or demand made any liability hereunder only to the extent that the Indemnifying Party has suffered actual prejudice thereby. The Indemnifying Party shall have the right, exercisable by a third party against written notice to the Indemnified Party within thirty (30) days (unless a shorter period is required by the circumstances) of receipt of notice from the Indemnified Party of the commencement of or assertion of any claim or action, suit or proceeding by a Third Party in respect of which indemnity may be sought hereunder (a “Third Party Claim”) shall deliver notice (a “Claim Notice”) ), to assume and control the other party (the “Indemnifying Party”) within fifteen (15) Business Days after receipt by the Indemnified Party defense of written notice of the such Third Party ClaimClaim which involves (and continues to involve) solely monetary damages; provided, however, that failure to timely give such Claim Notice shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have (i) been prejudiced expressly agrees in such notice that, as a result of such failure or (ii) forfeited rights and defenses otherwise available to between the Indemnifying Party as a result of such failure. 9.3.2 In and the case of a Third Party ClaimIndemnified Party, the Indemnifying Party shall be entitled solely obligated to assume satisfy and control discharge the defense and settlement thereof Third Party Claim (all of the foregoing, the “Litigation Conditions”). For the purpose of the foregoing, the Indemnified Party shall promptly provide the Indemnifying Party with counsel selected all supporting evidence of the Third Party Claim available to the Indemnified Party as well as any arguments identified by the Indemnifying Party. Should Indemnified Party to oppose such Third Party Claim and comply with all reasonable requests for information from the Indemnifying Party so assume as to allow the Indemnifying Party to make to the extent possible an informed judgment as to its potential liability under this Article XII. (b) In the event the Indemnifying Party assumes the defense in respect of a any Third Party ClaimClaim (subject to the Litigation Condition), the Indemnifying Party shall not be liable conduct the defense of each Third Party Claim diligently and in good faith using all reasonable means and defenses available to it (and the Indemnified Party for legal expenses subsequently incurred by shall relinquish the Indemnified Party in connection with conduct of the defense thereofof the Third Party Claim). If the Indemnifying Party assumes such defense, the The Indemnified Party shall have the right to employ counselright, at its own expense, separate from the counsel employed by if it so notifies the Indemnifying Party, provided that to be consulted in such defense of the Third Party Claim and to participate at its own expense and with counsel of its choice. In such event, the Indemnifying Party shall afford the Indemnified Party and its counsel the opportunity to comment and the right to object (which comments shall be permitted taken into account to control the extent reasonable and such right to object shall not be unreasonably exercised) with respect to the conduct of the defense and any settlement. If of such Third Party Claim. (c) In the event the Indemnifying Party does not assume the defense of a Third Party Claim within thirty (30) days following a Claim Notice, the Indemnified Party, by notice to the Indemnifying Party, may employ its own counsel and control the defense in respect of the Third Party Claim and the Indemnifying Party shall be liable for the reasonable fees and disbursements of one counsel employed by the Indemnified Party in each applicable jurisdiction, provided that in any such case the Indemnified Party shall diligently and in good faith contest such Third Party Claim. Whether the Indemnifying Party or the Indemnified Party controls the defense of any Third Party Claim, the parties shall cooperate in the defense thereof. Such cooperation shall include the retention and provision to the counsel of the controlling party of records and information that are reasonably relevant to such Third Party Claim, and making employees available on a commercially reasonable, mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party shall have the right to settle, compromise or discharge a Third Party Claim without the Indemnified Party’s consent if such settlement, compromise or discharge (i) constitutes a complete and unconditional discharge and release of the Indemnified Party, (ii) does not include any statement as to or an admission of fault, culpability or a failure to act by, or on behalf of, any such Indemnified Party and (iii) provides for no relief other than the payment of monetary damages and such monetary damages are paid by the Indemnifying Party (subject to, if Seller is the Indemnifying Party, the Deductible Amount, the Minimum Amount and the Maximum Amount, as provided above). No Third Party Claim may be settled by the Indemnified Party without the written consent of the Indemnifying Party. If the Indemnified Party desires to settle a Third Party Claim, it shall provide the Indemnifying Party with a written document signed by the Person making the Third Party Claim and the Indemnified Party setting forth the terms of the proposed settlement (the “Settlement Offer”). The Indemnifying Party shall not unreasonably withhold its consent to such proposed settlement unless it agrees that it shall indemnify the Indemnified Party with respect to such Third Party Claim in accordance with this Section 9, subject to the Maximum Amount, the Minimum Amount and the Deductible Amount, provided that the amount of the final settlement or judgment with respect to such Third Party Claim that is in excess of the amount of the Settlement Offer shall not be subject to the Maximum Amount nor shall it be applied against the Maximum Amount. 9.3.3 If an Indemnified Party has a claim against any Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party shall deliver notice (an “Indemnity Notice”) within thirty (30) days after conduct the Indemnified defense of each Third Party has Knowledge of any claim that the Indemnified Party has determined has given or could give rise Claim diligently and in good faith using all reasonable means and defenses available to a right of indemnification under this Agreement describing in reasonable detail the facts giving rise to any claim for indemnification and shall include in such Indemnity Notice the amount or the method of computation of the amount of such claimit, and a reference to the provision of this Agreement upon which such claim is based, provided, however, that failure to timely give such Indemnity Notice shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have (i) been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available to promptly reimburse the Indemnified Party for its reasonable attorneys’ fees. The Indemnifying Party as a result shall have the right, if it so notifies the Indemnified Party, to be consulted in such defense of the Third Party Claim and to participate at its own expense and with counsel of its choice. In such failure. If event, the Indemnifying Indemnified Party disputes its liability with respect to such claim, shall afford the Indemnifying Party and its counsel the Indemnified Party will proceed in good faith opportunity to negotiate a resolution comment with respect to the conduct of the defense of such disputeThird Party Claim. (d) The Party conducting the defense of the Third Party Claim shall keep the other Party fully informed of the progress of any Third Party Claim and its defense, and if not resolved through negotiations within thirty shall with reasonable promptness provide such Party with copies all material notices, written communications and filings (30including court papers) daysmade by or on behalf of any of the parties to the underlying claim. (e) From and after the delivery of a notice of a Third Party Claim under Section 12.4(a), at the reasonable request of the Indemnifying Party, the Indemnified Party shall grant the Indemnifying Party and its representatives all reasonable access to the books, records and properties of the Indemnified Party to the extent reasonably related to the matters to which the Third Party Claim relates. The Indemnifying Party will not, and shall require that its representatives do not, use (except in connection with such Third Party Claim) or disclose to any Third Party other than the Indemnifying Party’s representatives (except as may commence an Action be required by applicable Legal Requirements and legal process) any information obtained pursuant to this Section which is designated confidential by the Indemnified Party. All such access shall be granted during normal business hours and shall be granted under conditions which will not interfere with the business and operations of the Indemnified Party. (f) The Indemnifying Party, if it shall have assumed the defense of any Third Party Claim as provided in this Agreement, may consent to a settlement of, or the entry of any judgment arising from, any such Third Party Claim without the prior written consent of the Indemnified Party so long as such settlement or judgment does not commit 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 that such Third Party Claim involves equitable or other non-monetary relief and such settlement does not involve the payment by the Indemnifying Party of monies to the Indemnified Party or a Third Party. (g) Whether or not the Indemnifying Party chooses to defend any claim involving a Third Party, all the parties hereto shall cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith. (h) The Indemnified Party shall take all reasonable steps to avoid or mitigate any Losses in respect of which it might be entitled to indemnification (other than seeking recovery under insurance policies with Third Parties) which would reduce the Loss recoverable by the Indemnified Party from the Indemnifying Party under this Article XII. (i) No claim of the Indemnified Party or any of its Affiliates under this Agreement or the Transaction Documents may be indemnified more than once in respect of the same Loss suffered.

Method of Asserting Claims. All claims for indemnification under Section 9, other than by any Tax Claim (which Indemnified Party shall be asserted and resolved as set forth in Section 9.4) and any Environmental Claim (which shall be asserted and resolved as set forth in Section 9.5), will be asserted and resolved as follows: 9.3.1 Subject to (a) In the provisions of each of Section 9.1 and Section 9.2, a party claiming indemnification (the “Indemnified Party”) in respect of, arising out of or involving a event any claim or demand made is asserted against or sought to be collected from such Indemnified Party by a third Person other than a party against the Indemnified Party hereto (a “Third Party Claim”) shall deliver notice (a “Claim Notice”) to the other party (the “Indemnifying Party”) within fifteen (15) Business Days after receipt by ), the Indemnified Party of written notice of the Third Party Claim; provided, however, that failure to timely give such shall deliver a Claim Notice shall not affect the indemnification provided hereunder except with reasonable promptness to the extent the Indemnifying Party shall have (i) been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failure. 9.3.2 In the case of a Third Party Claim, the Indemnifying Party shall be entitled to assume and control the defense and settlement thereof with counsel selected by the Indemnifying Party. Should If the Indemnifying Indemnified Party so assume fails to provide the defense Claim Notice with reasonable promptness after the Indemnified Party receives notice of a such Third Party Claim, the Indemnifying Party shall not be liable obligated to the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, provided that the Indemnifying Party shall be permitted to control such defense and any settlement. If the Indemnifying Party does not assume the defense of a Third Party Claim within thirty (30) days following a Claim Notice, the Indemnified Party, by notice to the Indemnifying Party, may employ its own counsel and control the defense of the Third Party Claim and the Indemnifying Party shall be liable for the reasonable fees and disbursements of one counsel employed by the Indemnified Party in each applicable jurisdiction, provided that in any such case the Indemnified Party shall diligently and in good faith contest such Third Party Claim. Whether the Indemnifying Party or the Indemnified Party controls the defense of any Third Party Claim, the parties shall cooperate in the defense thereof. Such cooperation shall include the retention and provision to the counsel of the controlling party of records and information that are reasonably relevant to such Third Party Claim, and making employees available on a commercially reasonable, mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party shall have the right to settle, compromise or discharge a Third Party Claim without the Indemnified Party’s consent if such settlement, compromise or discharge (i) constitutes a complete and unconditional discharge and release of the Indemnified Party, (ii) does not include any statement as to or an admission of fault, culpability or a failure to act by, or on behalf of, any such Indemnified Party and (iii) provides for no relief other than the payment of monetary damages and such monetary damages are paid by the Indemnifying Party (subject to, if Seller is the Indemnifying Party, the Deductible Amount, the Minimum Amount and the Maximum Amount, as provided above). No Third Party Claim may be settled by the Indemnified Party without the written consent of the Indemnifying Party. If the Indemnified Party desires to settle a Third Party Claim, it shall provide the Indemnifying Party with a written document signed by the Person making the Third Party Claim and the Indemnified Party setting forth the terms of the proposed settlement (the “Settlement Offer”). The Indemnifying Party shall not unreasonably withhold its consent to such proposed settlement unless it agrees that it shall indemnify the Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party’s ability to defend has been prejudiced by such failure of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party as soon as practicable within the Dispute Period whether the Indemnifying Party disputes its liability to the Indemnified Party under Section 7.02 or Section 7.03, as the case may be, and whether the Indemnifying Party desires, at its sole cost and expense, to defend the Indemnified Party against such Third Party Claim. If the Indemnifying Party notifies the Indemnified Party pursuant to the preceding sentence that the Indemnifying Party desires to defend the Indemnified Party against the Third Party Claim, then the Indemnifying Party shall provide reasonable assurance of the Indemnifying Party’s ability to pay the Third Party Claim. Anything to the contrary in accordance with this Article 7 notwithstanding (including this Section 97.05), subject the Parent shall retain the right to control in all respects any Action, matter or other proceeding relating to Taxes, regardless of whether the Seller Group is obligated to indemnify the Parent with respect to such Action, matter or other proceeding. (b) If the Indemnifying Party notifies the Indemnified Party within the Dispute Period that the Indemnifying Party desires to defend the Indemnified Party with respect to the Maximum AmountThird Party Claim pursuant to this Section 7.05, and provides the reasonable assurance described in the penultimate sentence of Section 7.05(a), then the Indemnifying Party shall have the right to defend, with counsel reasonably satisfactory to the Indemnified Party, at the sole cost and expense of the Indemnifying Party, such Third Party Claim by all appropriate proceedings, which proceedings shall be vigorously and diligently prosecuted by the Indemnifying Party to a final conclusion or shall be settled at the discretion of the Indemnifying Party; provided however, that an Indemnifying Party may not, without the prior written consent of the Indemnified Party, settle any Third Party Claim unless (i) such settlement includes an unconditional release of the Indemnified Party from all liability arising out of such claim, (ii) does not contain any admission or statement suggesting any wrongdoing or liability on behalf of the Indemnified Party and (iii) does not contain any equitable order, judgment or term which in any manner affects, restrains or interferes with the business of the Indemnified Party or any of the Indemnified Party’s Affiliates. The Indemnifying Party shall have full control of such defense and proceedings; provided, however, that the Indemnified Party may, at the sole cost and expense of the Indemnified Party, at any time prior to the Indemnifying Party’s delivery of the notice referred to in the first sentence of this clause (b), file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests; and provided further, that if requested by the Indemnifying Party, the Minimum Amount Indemnified Party shall, at the sole cost and expense of the Deductible AmountIndemnifying Party, provided provide reasonable cooperation to the Indemnifying Party in contesting any Third Party Claim that the amount Indemnifying Party elects to contest. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 7.05(b), and except as provided in the preceding sentence, the Indemnified Party shall bear its own costs and expenses with respect to such participation. Notwithstanding the foregoing, the Indemnified Party may take over the control of the final defense or settlement of a Third Party Claim at any time if it irrevocably waives its right to indemnity under Section 7.02 or judgment Section 7.03, as applicable, with respect to such Third Party Claim. (c) If the Indemnifying Party fails to notify the Indemnified Party within the Dispute Period that the Indemnifying Party desires to defend the Third Party Claim pursuant to Section 7.05(b), or if the Indemnifying Party gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, or if the Indemnifying Party gives notice that it elects not to defend the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party, the Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted by the Indemnified Party in a reasonable manner and in good faith or shall be settled at the discretion of the Indemnified Party. The Indemnified Party shall have full control of such defense and proceedings, including any compromise or settlement thereof; provided, however, that if requested by the Indemnified Party, the Indemnifying Party shall, at the sole cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnified Party and its counsel in contesting any Third Party Claim that the Indemnified Party is contesting. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 7.05(c), and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. (d) If the Indemnifying Party notifies the Indemnified Party that it does not dispute its liability to the Indemnified Party with respect to the Third Party Claim under Section 7.02 or Section 7.03, as applicable, or fails to notify the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes its liability to the Indemnified Party with respect to such Third Party Claim, the Loss in excess the amount specified in the Claim Notice shall be conclusively deemed a liability of the Indemnifying Party under Section 7.02 or Section 7.03, as applicable, and the Indemnifying Party shall pay the amount of the Settlement Offer shall not be subject such Loss to the Maximum Amount nor Indemnified Party on demand. If the Indemnifying Party has timely disputed its liability with respect to such claim, the Indemnifying Party and the Indemnified Party shall it be applied against the Maximum Amountproceed in good faith to attempt to negotiate a resolution of such dispute within 30 days. 9.3.3 If an (e) In the event any Indemnified Party has should have a claim under Section 7.02 or Section 7.03, as applicable, against any Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party shall deliver notice (an “Indemnity Notice”) within thirty (30) days after Notice with reasonable promptness to the Indemnifying Party. The failure by any Indemnified Party has Knowledge of any claim that to give the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement describing in reasonable detail the facts giving rise to any claim for indemnification and shall include in such Indemnity Notice the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement upon which such claim is based, provided, however, that failure to timely give such Indemnity Notice shall not affect the indemnification provided impair such party’s rights hereunder except to the extent the that an Indemnifying Party shall have (i) demonstrates that it has been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failurethereby. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the claim described in such Indemnity Notice or fails to notify the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes the claim described in such Indemnity Notice, the Loss in the amount specified in the Indemnity Notice shall be conclusively deemed a liability of the Indemnifying Party and the Indemnifying Party shall pay the amount of such Loss to the Indemnified Party on demand. If the Indemnifying Party has timely disputed its liability with respect to such claim, the Indemnifying Party and the Indemnified Party will shall proceed in good faith to attempt to negotiate a resolution of such dispute, and if not resolved through negotiations dispute within thirty (30) days, the Indemnified Party may commence an Action in connection therewith.

Method of Asserting Claims. All claims for indemnification under Section 9As used herein, other than any Tax Claim (which shall be asserted and resolved as set forth in Section 9.4) and any Environmental Claim (which shall be asserted and resolved as set forth in Section 9.5), will be asserted and resolved as follows: 9.3.1 Subject to the provisions of each of Section 9.1 and Section 9.2, a party claiming indemnification (the an “Indemnified Party”) in respect of, arising out of or involving ” shall refer to a claim or demand made by a third party against the Buyer Indemnified Party (a “Third Party Claim”) shall deliver notice (a “Claim Notice”) to the other party (or Seller Indemnified Party, as applicable, and the “Indemnifying Party” shall refer to the party or parties hereto obligated to indemnify such Indemnified Party. (a) In the event that any of the Indemnified Parties is made a defendant in or party to any action or proceeding, judicial or administrative, instituted by any third party for the Liability or the costs or expenses of which are Losses (any such third party action or proceeding being referred to as a “Claim”), then such Indemnified Party shall give the Indemnifying Party prompt notice thereof. The failure to give such notice shall not affect any Indemnified Party’s ability to seek reimbursement unless such failure has materially and adversely affected the Indemnifying Party’s ability to defend successfully a Claim. The Indemnifying Party shall be entitled to contest and defend such Claim; provided, that the Indemnifying Party (i) has a reasonable basis for concluding that such defense may be successful and (ii) diligently contests and defends such Claim. Notice of the intention so to contest and defend shall be given by the Indemnifying Party to the Indemnified Party within fifteen (15) Business Days business days after receipt the Indemnified Party’s notice of such Claim (but, in any event, at least five (5) business days prior to the date that an answer to such Claim is due to be filed). Such contest and defense shall be conducted by reputable attorneys employed by the Indemnifying Party. If the Indemnifying Party fails to give such notice or assume such defense, then the Indemnified Party shall be entitled to undertake such defense and its reasonable costs and expenses (including, without limitation, attorney fees and expenses) shall be included in the Loss to be indemnified by the Indemnifying Party. If the Indemnifying Party elects to contest and defend a Claim, the Indemnified Party shall be entitled at any time, at its own cost and expense (which expense shall not constitute a Loss unless the Indemnified Party reasonably determines that the Indemnifying Party is not adequately representing or, because of written notice a conflict of interest, may not adequately represent, any interests of the Third Party Claim; providedIndemnified Parties, however, that failure to timely give such Claim Notice shall not affect the indemnification provided hereunder except and only to the extent that such expenses are reasonable), to participate in such contest and defense and to be represented by attorneys of its or their own choosing. If the Indemnified Party elects to participate in such defense, the Indemnified Party will cooperate with the Indemnifying Party shall have in the conduct of such defense. Neither the Indemnified Party nor the Indemnifying Party may concede, settle or compromise any Claim without the consent of the other party, which consents will not be unreasonably withheld or delayed. Notwithstanding the foregoing, if (i) been prejudiced as a result of such failure Claim seeks equitable relief or (ii) forfeited rights and defenses otherwise available the subject matter of a Claim relates to the Indemnifying Party as a result ongoing business of any of the Indemnified Parties, which Claim, if decided against any of the Indemnified Parties, would materially adversely affect the ongoing business or reputation of any of the Indemnified Parties, then, in each such failure. 9.3.2 In case, the case of a Third Party Indemnified Parties alone shall be entitled to contest, defend and settle such Claim in the first instance and, if the Indemnified Parties do not contest, defend or settle such Claim, the Indemnifying Party shall be entitled to assume and control the defense and settlement thereof with counsel selected by the Indemnifying Party. Should the Indemnifying Party so assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes such defense, the Indemnified Party shall then have the right to employ counsel, at its own expense, separate from contest and defend (but not settle) such Claim. (b) In the counsel employed by the event any Indemnified Party should have a claim for indemnification against any Indemnifying Party, provided that Party (whether such claim does not involve a Claim or involves a settled or resolved Claim which the Indemnifying Party shall be permitted to control such defense and has not defended for any settlement. If the Indemnifying Party does not assume the defense of a Third Party Claim within thirty (30) days following reason, or a Claim Notice, the Indemnified Party, by notice to the Indemnifying Party, may employ its own counsel and control the defense of the Third Party Claim and the Indemnifying Party shall be liable for the reasonable fees and disbursements of one counsel employed by the from which an Indemnified Party in each applicable jurisdiction, provided that in any such case the Indemnified Party shall diligently and in good faith contest such Third Party Claim. Whether the Indemnifying Party or the Indemnified Party controls the defense of any Third Party Claim, the parties shall cooperate in the defense thereof. Such cooperation shall include the retention and provision to the counsel of the controlling party of records and information that are reasonably relevant to such Third Party Claim, and making employees available on a commercially reasonable, mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party shall have the right to settle, compromise or discharge a Third Party Claim without the Indemnified Party’s consent if such settlement, compromise or discharge (i) constitutes a complete and unconditional discharge and release of the Indemnified Party, (ii) does not include any statement as to or an admission of fault, culpability or a failure to act by, or on behalf of, any such Indemnified Party and (iii) provides for no relief other than the payment of monetary damages and such monetary damages are paid has suffered Losses by the Indemnifying Party (subject to, if Seller is the Indemnifying Party, the Deductible Amount, the Minimum Amount and the Maximum Amount, as provided above). No Third Party Claim may be settled by the Indemnified Party without the written consent reason of the Indemnifying Party. If the ’s failure to adequately represent a Indemnified Party desires Party’s interests or otherwise to settle a Third Party Claim, it shall provide the Indemnifying Party with a written document signed by the Person making the Third Party Claim and the Indemnified Party setting forth the terms of the proposed settlement (the “Settlement Offer”). The Indemnifying Party shall not unreasonably withhold its consent to such proposed settlement unless it agrees that it shall indemnify the Indemnified Party with respect to such Third Party Claim in accordance with this Section 9, subject to the Maximum Amount, the Minimum Amount and the Deductible Amount, provided that the amount of the final settlement or judgment with respect to such Third Party Claim that is in excess of the amount of the Settlement Offer shall not be subject to the Maximum Amount nor shall it be applied against the Maximum Amount. 9.3.3 If an Indemnified Party has a claim against any Indemnifying Party that does not involve a Third Party ClaimParty), the Indemnified Party shall deliver a notice (an “Indemnity Notice”) within thirty (30) days after of such claim to the Indemnified Party has Knowledge of any claim that the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement describing Indemnifying Party, setting forth in reasonable detail the facts giving rise identity, nature and estimated amount of Losses (if reasonably determinable) related to any such claim for indemnification or claims, with reasonable promptness and shall include in such Indemnity Notice all events prior to the amount or the method of computation expiration of the amount of such claim, and a reference to the provision of this Agreement upon which such claim is based, provided, however, that failure to timely give such Indemnity Notice shall not affect the Indemnifying Party’s indemnification provided hereunder except to the extent the Indemnifying Party shall have (i) been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failureobligation hereunder. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the claim described in such notice or fails to notify the Indemnified Party within 20 days after delivery of such notice by the Indemnified Party whether the Indemnifying Party disputes the claim described in such notice, the Loss in the amount specified in the Indemnified Party’s notice will be conclusively deemed a Liability of the Indemnifying Party and the Indemnifying Party shall pay the amount of such Loss to the Indemnified Party on demand. If the Indemnifying Party has timely disputed its liability Liability with respect to such claim, the Indemnifying Party and the Indemnified Party will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within thirty (30) days, the Indemnified Party may commence an Action in connection therewithdispute for a period of at least 30 days before submission of such claim to a court pursuant to Article XI.

Method of Asserting Claims. All claims for indemnification by any Indemnified Party under Section 9, other than any Tax Claim (which this Article VII shall be asserted and resolved as set forth in Section 9.4) and any Environmental Claim (which shall be asserted and resolved as set forth in Section 9.5), will be asserted and resolved as follows: 9.3.1 Subject to (a) If any Indemnified Party receives notice of the provisions assertion or commencement of each of Section 9.1 and Section 9.2, any Action made or brought by any Person who is not a party claiming indemnification (to this Agreement or an Affiliate of a party to this Agreement or a Representative of the “Indemnified Party”) in respect of, arising out of or involving a claim or demand made by a third party against the Indemnified Party foregoing (a “Third Party Claim”) against such Indemnified Party with respect to which indemnification is being sought against an Indemnifying Party under this Agreement, the Indemnified Party shall deliver give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (a “Claim Notice”30) calendar days after receipt of such notice of such Third Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the other party (extent that the “Indemnifying Party”) within fifteen (15) Business Days after receipt Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party of written notice of shall describe the Third Party Claim; providedClaim in reasonable detail, howevershall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that failure to timely give such Claim Notice shall not affect has been or may be sustained by the indemnification provided hereunder except to the extent the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party within thirty (30) calendar days after receiving the Indemnified Party’s notice of claim, to assume the defense of any Third Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in such defense; provided, that if the Indemnifying Party is Seller, such Indemnifying Party shall not have the right to defend or direct the defense of any such Third Party Claim that (i) been prejudiced as is asserted directly by or on behalf of a result Person that is a supplier or customer of such failure Purchaser or the Target Entities, or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failure. 9.3.2 In the case of a Third Party Claim, the Indemnifying Party shall be entitled to assume and control the defense and settlement thereof with counsel selected by the Indemnifying Party. Should the Indemnifying Party so assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to seeks an injunction or other equitable relief against the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereofParties. If the Indemnifying Party assumes such defense, the The Indemnified Party shall have the right to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, provided that the Indemnifying Party shall be permitted participate in (but not to control such defense and any settlement. If the Indemnifying Party does not assume control) the defense of a any Third Party Claim within thirty (30) days following a Claim Notice, with its separate counsel selected by the Indemnified Party, by notice and subject to the Indemnifying Party, may employ ’s and its own counsel and separate counsel’s right to control the defense thereof. The fees and disbursements of such counsel shall be at the expense of the Third Indemnified Party; provided, that if in the reasonable opinion of counsel to the Indemnified Party, (A) there are legal defenses available to an Indemnified Party Claim that are materially different from or additional to those available to the Indemnifying Party; or (B) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party that cannot be waived, the Indemnifying Party shall be liable for the reasonable fees and disbursements expenses of one counsel employed by to the Indemnified Party in each applicable jurisdiction, provided that in any such case jurisdiction for which the Indemnified Party shall determines counsel is required. If the Indemnifying Party elects not to compromise or defend such Third Party Claim, fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, or fails to diligently prosecute the defense of such Third Party Claim, the Indemnified Party may, subject to Section 7.6(b), pay, compromise or defend such Third Party Claim and in good faith contest seek indemnification for any and all Losses based upon, arising from or relating to such Third Party Claim. Whether the Indemnifying Party or the Indemnified Party controls Seller and Purchaser shall cooperate with each other in all reasonable respects in connection with the defense of any Third Party Claim, the parties shall cooperate in the defense thereof. Such cooperation shall include the retention and provision to the counsel of the controlling party of including making available records and information that are reasonably relevant relating to such Third Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such Third Party Claim. (b) Notwithstanding any other provision of this Agreement, and making employees available on a commercially reasonable, mutually convenient basis to provide additional information and explanation of any material provided hereunder. The the Indemnifying Party shall have not enter into settlement of any Third Party Claim without the right prior written consent of the Indemnified Party, except as provided in this Section 7.6(b). If a firm offer is made to settle, compromise or discharge settle a Third Party Claim without leading to liability or the Indemnified Party’s consent if such settlement, compromise creation of a financial or discharge (i) constitutes a complete and unconditional discharge and release other obligation on the part of the Indemnified PartyParty and provides, (ii) does not include any statement as to or an admission in customary form, for the unconditional release of fault, culpability or a failure to act by, or on behalf of, any such each Indemnified Party from all liabilities and (iii) provides for no relief other than the payment of monetary damages and obligations in connection with such monetary damages are paid by the Indemnifying Party (subject to, if Seller is the Indemnifying Party, the Deductible Amount, the Minimum Amount and the Maximum Amount, as provided above). No Third Party Claim may be settled by the Indemnified Party without the written consent of the Indemnifying Party. If the Indemnified Party desires to settle a Third Party Claim, it shall provide the Indemnifying Party with a written document signed by the Person making the Third Party Claim and the Indemnified Indemnifying Party setting forth desires to accept and agree to such offer, then the terms of the proposed settlement (the “Settlement Offer”). The Indemnifying Party shall give written notice to that effect to the Indemnified Party, which shall approve the same absent good cause to withhold approval. (c) Any Action by an Indemnified Party on account of a Loss that does not unreasonably withhold its consent to such proposed settlement unless it agrees that it result from a Third Party Claim (a “Direct Claim”) shall indemnify be asserted by the Indemnified Party with respect to such Third Party Claim in accordance with this Section 9, subject to giving the Maximum Amount, the Minimum Amount and the Deductible Amount, provided that the amount of the final settlement or judgment with respect to such Third Party Claim that is in excess of the amount of the Settlement Offer shall not be subject to the Maximum Amount nor shall it be applied against the Maximum Amount. 9.3.3 If an Indemnified Party has a claim against any Indemnifying Party that does reasonably prompt written notice thereof, but in any event not involve a Third Party Claim, the Indemnified Party shall deliver notice (an “Indemnity Notice”) within later than thirty (30) days after the Indemnified Party has Knowledge becomes aware of any claim such Direct Claim. 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 forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement describing shall describe the Direct Claim in reasonable detail the facts giving rise to any claim for indemnification detail, shall include copies of all material written evidence thereof and shall include in such Indemnity Notice indicate the amount or the method of computation estimated amount, if reasonably practicable, of the amount of such claim, and a reference to Loss that has been or may be sustained by the provision of this Agreement upon which such claim is based, provided, however, that failure to timely give such Indemnity Notice shall not affect the indemnification provided hereunder except to the extent the Indemnified Party. The Indemnifying Party shall have thirty (i30) been prejudiced as a result days after its receipt of such failure or notice to respond in writing to such Direct Claim, except for any Direct Claim based on a breach of Section 5.10, in which case such response shall be within two (ii2) forfeited rights and defenses otherwise available to days. The Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access to the Target Entities’ premises and personnel and the right to examine and copy any accounts, documents or records) as a result the Indemnifying Party or any of such failureits professional advisors may reasonably request. If the Indemnifying Party disputes its liability with respect does not so respond within such thirty (30)-day period, then the Indemnifying Party shall be deemed to have rejected such claim, the Indemnifying Party and in which case the Indemnified Party will proceed in good faith shall be free to negotiate a resolution of pursue such dispute, and if not resolved through negotiations within thirty (30) days, remedies as may be available to the Indemnified Party may commence an Action in connection therewithon the terms and subject to the provisions of this Agreement.

Method of Asserting Claims. All claims for indemnification by any Indemnified Party under Section 9, other than any Tax Claim (which shall be asserted and resolved as set forth in Section 9.4) and any Environmental Claim (which shall be asserted and resolved as set forth in Section 9.5), 10.01 will be asserted and resolved as follows: 9.3.1 Subject to (a) In the provisions of each of Section 9.1 and Section 9.2, a party claiming indemnification (the “Indemnified Party”) in respect of, arising out of or involving a event any claim or demand made in respect of which an Indemnified Party might seek indemnity under Section 10.01 is asserted against or sought to be collected from such Indemnified Party by a third party against Person other than Seller, Purchaser or any Affiliate of Seller or Purchaser (a "Third Party Claim"), the Indemnified Party (shall deliver a “Claim Notice with reasonable promptness to the Indemnifying Party. The Indemnifying Party will notify the Indemnified Party as soon as practicable within the Dispute Period whether the Indemnifying Party disputes its liability to the Indemnified Party under Section 10.01 and whether the Indemnifying Party desires, at its sole cost and expense, to defend the Indemnified Party against such Third Party Claim”. (i) shall deliver notice (a “Claim Notice”) to If the other party (the “Indemnifying Party”) within fifteen (15) Business Days after receipt by Party notifies the Indemnified Party of written notice of within the Dispute Period that the Indemnifying Party desires to defend the Indemnified Party with respect to the Third Party ClaimClaim pursuant to this Section 10.02(a), then the Indemnifying Party will have the right to defend, at the sole cost and expense of the Indemnifying Party, such Third Party Claim by all appropriate proceedings, which proceedings will be vigorously and diligently prosecuted by the Indemnifying Party to a final conclusion or will be settled at the discretion of the Indemnifying Party (with the consent of the Indemnified Party, which consent will not be unreasonably withheld). The Indemnifying Party will have full control of such defense and proceedings, including any settlement thereof; provided, however, that failure to timely give such Claim Notice shall not affect the indemnification provided hereunder except Indemnified Party may, at the sole cost and expense of the Indemnified Party, at any time prior to the extent Indemnifying Party's delivery of the Indemnifying notice referred to in the first sentence of this Section 10.02(a)(i), file any motion, answer or other pleadings or take any other action that the Indemnified Party shall have (i) been prejudiced as a result of such failure reasonably believes to be necessary or (ii) forfeited rights appropriate to protect its interests and defenses otherwise available not prejudicial to the Indemnifying Party (it being understood and agreed that, except as provided in clause (ii) below, if an Indemnified Party takes any such action that is prejudicial and causes a result of such failure. 9.3.2 In final adjudication that is adverse to the case of a Third Party ClaimIndemnifying Party, the Indemnifying Party shall will be entitled relieved of its obligations hereunder with respect to assume and control the defense and settlement thereof with counsel selected by the Indemnifying Party. Should the Indemnifying Party so assume the defense portion of a such Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for legal expenses subsequently incurred Claim prejudiced by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes such defenseParty's action); and provided further, the Indemnified Party shall have the right to employ counsel, at its own expense, separate from the counsel employed that if requested by the Indemnifying Party, provided the Indemnified Party will, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party shall be permitted elects to contest, or, if appropriate and related to the Third Party Claim in question, in making any counterclaim against the Person asserting the Third Party Claim, or any cross-complaint against any Person (other than the Indemnified Party or any of its Affiliates). Notwithstanding the foregoing, the Indemnified Party may take over the control such defense and any settlement. If the Indemnifying Party does not assume of the defense or settlement of a Third Party Claim within thirty (30) days following a Claim Notice, the Indemnified Party, by notice at any time if it irrevocably waives its right to the Indemnifying Party, may employ its own counsel and control the defense of the Third Party Claim and the Indemnifying Party shall be liable for the reasonable fees and disbursements of one counsel employed by the Indemnified Party in each applicable jurisdiction, provided that in any such case the Indemnified Party shall diligently and in good faith contest such Third Party Claim. Whether the Indemnifying Party or the Indemnified Party controls the defense of any Third Party Claim, the parties shall cooperate in the defense thereof. Such cooperation shall include the retention and provision to the counsel of the controlling party of records and information that are reasonably relevant indemnity under Section 10.01 with respect to such Third Party Claim, and making employees available on a commercially reasonable, mutually convenient basis to provide additional information and explanation of any material provided hereunder. The . (ii) If the Indemnifying Party shall fails to notify the Indemnified Party within the Dispute Period that the Indemnifying Party desires to defend the Third Party Claim pursuant to Section 10.02(a), or if the Indemnifying Party gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, or if the Indemnifying Party fails to give any notice whatsoever within the Dispute Period, then the Indemnified Party will have the right to settledefend, compromise or discharge a Third Party Claim without at the Indemnified Party’s consent if such settlement, compromise or discharge (i) constitutes a complete sole cost and unconditional discharge and release expense of the Indemnified Party, (ii) does not include any statement as to or an admission of fault, culpability or a failure to act by, or on behalf of, any such Indemnified Party and (iii) provides for no relief other than the payment of monetary damages and such monetary damages are paid by the Indemnifying Party (subject to, if Seller is the Indemnifying Party, the Deductible Amount, the Minimum Amount and the Maximum Amount, as provided above). No Third Party Claim may by all appropriate proceedings, which proceedings will be settled vigorously and diligently prosecuted by the Indemnified Party without to a final conclusion or will be settled at the written discretion of the Indemnified Party (with the consent of the Indemnifying Party, which consent will not be unreasonably withheld). If The Indemnified Party will have full control of such defense and proceedings, including (except as provided in the immediately preceding sentence) any settlement thereof; provided, however, that if requested by the Indemnified Party, the Indemnifying Party will, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnified Party desires and its counsel in contesting any Third Party Claim which the Indemnified Party is contesting, or, if appropriate and related to settle a the Third Party Claim in question, in making any counterclaim against the Person asserting the Third Party Claim, it shall provide or any cross-complaint against any Person (other than the Indemnified Party or any of its Affiliates). Notwithstanding the foregoing provisions of this Section 10.02(a)(ii), if the Indemnifying Party with a written document signed by the Person making the Third Party Claim and has notified the Indemnified Party setting forth within the terms of Dispute Period that the proposed settlement (the “Settlement Offer”). The Indemnifying Party shall not unreasonably withhold disputes its consent liability hereunder to such proposed settlement unless it agrees that it shall indemnify the Indemnified Party with respect to such Third Party Claim and if such dispute is resolved in accordance with favor of the Indemnifying Party in the manner provided in clause (iii) below, the Indemnifying Party will not be required to bear the costs and expenses of the Indemnified Party's defense pursuant to this Section 910.02(a)(ii) or of the Indemnifying Party's participation therein at the Indemnified Party's request, subject and the Indemnified Party will reimburse the Indemnifying Party in full for all reasonable costs and expenses incurred by the Indemnifying Party in connection with such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 10.02(a)(ii), and the Indemnifying Party will bear its own costs and expenses with respect to such participation. (iii) If the Indemnifying Party notifies the Indemnified Party that it does not dispute its liability to the Maximum Amount, Indemnified Party with respect to the Minimum Amount and Third Party Claim under Section 10.01 or fails to notify the Deductible Amount, provided that Indemnified Party within the amount of Dispute Period whether the final settlement or judgment Indemnifying Party disputes its liability to the Indemnified Party with respect to such Third Party Claim that is in excess of the amount of the Settlement Offer shall not be subject to the Maximum Amount nor shall it be applied against the Maximum Amount. 9.3.3 If an Indemnified Party has a claim against any Indemnifying Party that does not involve a Third Party Claim, the Indemnified Loss in the amount specified in the Claim Notice will be conclusively deemed a liability of the Indemnifying Party under Section 10.01 and the Indemnifying Party shall deliver notice (an “Indemnity Notice”) within thirty (30) days after the Indemnified Party has Knowledge of any claim that the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement describing in reasonable detail the facts giving rise to any claim for indemnification and shall include in such Indemnity Notice the amount or the method of computation of pay the amount of such claim, and a reference Loss to the provision of this Agreement upon which such claim is based, provided, however, that failure to timely give such Indemnity Notice shall not affect the indemnification provided hereunder except to the extent the Indemnifying Indemnified Party shall have (i) been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failureon demand. If the Indemnifying Party disputes has timely disputed its liability with respect to such claim, the Indemnifying Party and the Indemnified Party will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within thirty the Resolution Period, such dispute shall be resolved by litigation in a court of competent jurisdiction. (30b) daysIn the event any Indemnified Party should have a claim under Section 10.01 against any Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party shall deliver an Indemnity Notice with reasonable promptness to the Indemnifying Party prior to the expiration of the indemnification notice period described in this Section 10.02. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the claim described in such Indemnity Notice or fails to notify the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes the claim described in such Indemnity Notice, the Loss in the amount specified in the Indemnity Notice will be conclusively deemed a liability of the Indemnifying Party under Section 10.01 and the Indemnifying Party shall pay the amount of such Loss to the Indemnified Party on demand. If the Indemnifying Party disputes all or any portion of its liability with respect to such claim, it shall notify the Indemnified Party thereof in writing during the Dispute Period, specifying the portion of the claim that is disputed and the basis for such position. If the Indemnifying Party has timely disputed its liability with respect to such claim, the Indemnifying Party will be deemed to have accepted and be liable for payment of the undisputed portion of such claim on demand and the Indemnifying Party and the Indemnified Party will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within the Resolution Period, such dispute shall be resolved by litigation in a court of competent jurisdiction. (c) In the event of any Loss resulting from a misrepresentation, breach of warranty or nonfulfillment or failure to be performed of any covenant or agreement contained in this Agreement as to which an Indemnified Party would be entitled to claim indemnity under Section 10.01 but for the Loss limitation provisions of Section 10.01(a) and (c), such Indemnified Party may commence nevertheless deliver a written notice to the Indemnifying Party containing the information that would be required in a Claim Notice or an Action Indemnity Notice, as applicable, with respect to such Loss. In the case of a Claim Notice, the provisions of Section 10.02(a)(i) will be applicable. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the claim described therein or fails to notify the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes the claim described in such Claim Notice or Indemnity Notice, as the case may be, the Loss specified in the notice will be conclusively deemed to have been incurred by the Indemnified Party for purposes of making the determination of the Loss limitations set forth in Section 10.01. If the Indemnifying Party has timely disputed the claim described in such Claim Notice or Indemnity Notice, as the case may be, the Indemnifying Party and the Indemnified Party will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within the Resolution Period, such dispute shall be resolved by litigation in a court of competent jurisdiction. (d) In the event of any claim for indemnity under Section 10.01(a), Purchaser agrees to give Seller and its Representatives reasonable access to the Business Books and Records and Employees in connection therewithwith the matters for which indemnification is sought to the extent Seller reasonably deems necessary in connection with its rights and obligations under this Article X. (e) All payments made pursuant to this Article X shall be treated as an adjustment to the Purchase Price. (f) In the event an action, dispute, claim, counterclaim or controversy ("Dispute") arises between the parties arising out of or relating to this Agreement, the aggrieved party shall promptly notify the other party of the Dispute within ten Business Days after such Dispute arises. If the parties have failed to resolve the Dispute within ten Business Days after delivery of such notice, each party shall, within five Business Days thereafter, nominate a senior officer of its management to meet to attempt to resolve the Dispute. The senior officers shall meet within twenty Business Days after their nomination. Should the senior officers be unable to resolve the Dispute, either party may pursue any and all available legal remedies, unless the parties mutually agree in writing to an alternative dispute resolution procedure.

Method of Asserting Claims. All claims for indemnification under this Section 9, other than 8 by any Tax Claim person entitled to indemnification (which shall be asserted and resolved as set forth in an “Indemnified Party”) under this Section 9.4) and any Environmental Claim (which shall be asserted and resolved as set forth in Section 9.5), 8 will be asserted and resolved as follows: 9.3.1 Subject to (a) In the provisions of each of Section 9.1 and Section 9.2event any claim or demand, for which a party claiming indemnification Party hereto (the an “Indemnified Indemnifying Party”) in respect ofwould be liable for the Damages to an Indemnified Party, arising out of is asserted against or involving a claim or demand made sought to be collected from an Indemnified Party by a third party against the Indemnified Party person other than Seller, Buyer or their Affiliates (a “Third Party Claim”) ), the Indemnified Party shall deliver give a notice of its claim (a “Claim Notice”) to the other party Indemnifying Party within thirty (the “Indemnifying Party”30) within fifteen (15) Business Days calendar days after receipt by the Indemnified Party of receives written notice of the such Third Party Claim; provided, however, that failure to timely give such Claim Notice notice shall not affect be given by the indemnification provided hereunder except to the extent the Indemnifying Indemnified Party shall have (i) been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failure. 9.3.2 In the case within fifteen (15) calendar days after receipt of a Third Party Claimcomplaint, the Indemnifying Party shall be entitled to assume and control the defense and settlement thereof with counsel selected by the Indemnifying Party. Should the Indemnifying Party so assume the defense petition or institution of a Third Party Claim, the Indemnifying Party shall not be liable to other formal legal action against the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, provided that the Indemnifying Party shall be permitted to control such defense and any settlement. If the Indemnifying Party does not assume the defense of a Third Party Claim within thirty (30) days following a Claim Notice, the Indemnified Party, by notice to the Indemnifying Party, may employ its own counsel and control the defense of the Third Party Claim and the Indemnifying Party shall be liable for the reasonable fees and disbursements of one counsel employed by the Indemnified Party in each applicable jurisdiction, provided that in any such case the Indemnified Party shall diligently and in good faith contest such Third Party Claim. Whether the Indemnifying Party or the Indemnified Party controls the defense of any Third Party Claim, the parties shall cooperate in the defense thereof. Such cooperation shall include the retention and provision to the counsel of the controlling party of records and information that are reasonably relevant to such Third Party Claim, and making employees available on a commercially reasonable, mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party shall have the right to settle, compromise or discharge a Third Party Claim without the Indemnified Party’s consent if such settlement, compromise or discharge (i) constitutes a complete and unconditional discharge and release of the Indemnified Party, (ii) does not include any statement as to or an admission of fault, culpability or a failure to act by, or on behalf of, any such Indemnified Party and (iii) provides for no relief other than the payment of monetary damages and such monetary damages are paid by the Indemnifying Party (subject to, if Seller is the Indemnifying Party, the Deductible Amount, the Minimum Amount and the Maximum Amount, as provided above). No Third Party Claim may be settled by the Indemnified Party without the written consent of the Indemnifying Party. If the Indemnified Party desires fails to settle a Third Party Claim, it shall provide the Indemnifying Claim Notice within such applicable time period after the Indemnified Party with a receives written document signed by the Person making the notice of such Third Party Claim and thereby materially impairs the Indemnified Party setting forth Indemnifying Party’s ability to protect its interests, the terms of the proposed settlement (the “Settlement Offer”). The Indemnifying Party shall will not unreasonably withhold its consent be obligated to such proposed settlement unless it agrees that it shall indemnify the Indemnified Party with respect to such Third Party Claim. The Indemnifying Party will notify the Indemnified Party within thirty (30) calendar days after receipt of the Claim Notice (the “Notice Period”) whether the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against such Third Party Claim. (i) If the Indemnifying Party notifies the Indemnified Party within the Notice Period that the Indemnifying Party desires to defend the Indemnified Party with respect to the Third Party Claim pursuant to this Section 8.4(a), then the Indemnifying Party will have the right to defend, at its sole cost and expense, such Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted by the Indemnifying Party to a final conclusion or will be settled at the discretion of the Indemnifying Party. The Indemnifying Party will have full control of such defense and proceedings, including any compromise or settlement thereof. Notwithstanding the foregoing, the Indemnified Party may, at its sole cost and expense, file during the Notice Period any motion, answer or other pleadings that the Indemnified Party may deem necessary or appropriate to protect its interests or those of the Indemnifying Party and which is not prejudicial, in the reasonable judgment of the Indemnifying Party, to the Indemnifying Party. Except as Membership Interest Purchase Agreement 21. provided in Section 8.4(a)(ii) hereof, if an Indemnified Party takes any such action that is prejudicial and causes a final adjudication that is adverse to the Indemnifying Party, the Indemnifying Party will be relieved of its obligations hereunder with respect to the portion of such Third Party Claim prejudiced by the Indemnified Party’s action. If requested by the Indemnifying Party, the Indemnified Party agrees, at the sole cost and expense of the Indemnifying Party, to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, or, if appropriate and related to the Third Party Claim in accordance with question, in making any counterclaim against the person asserting the Third Party Claim, or any cross-complaint against any person (other than the Indemnified Party or any of its Affiliates). The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 98.4(a)(i), subject and except as specifically provided in this Section 8.4(a)(i), the Indemnified Party will bear its own costs and expenses with respect to such participation. (ii) If the Indemnifying Party fails to notify the Indemnified Party within the Notice Period that the Indemnifying Party desires to defend the Indemnified Party pursuant to this Section 8.4(a), or if the Indemnifying Party gives such notice but fails to prosecute diligently or settle the Third Party Claim, or if the Indemnifying Party fails to give any notice whatsoever within the Notice Period, then the Indemnified Party will have the right to defend, at the sole cost and expense of the Indemnifying Party, the Third Party Claim by all appropriate proceedings, which proceedings will be promptly and reasonably prosecuted by the Indemnified Party to a final conclusion or will be settled at the discretion of the Indemnified Party. The Indemnified Party will have full control of such defense and proceedings, including any compromise or settlement thereof; provided, however, that if requested by the Indemnified Party, the Indemnifying Party agrees, at the sole cost and expense of the Indemnifying Party, to cooperate with the Indemnified Party and its counsel in contesting any Third Party Claim which the Indemnified Party is contesting, or, if appropriate and related to the Maximum AmountThird Party Claim in question, in making any counterclaim against the Minimum Amount and person asserting the Deductible AmountThird Party Claim, provided or any cross-complaint against any person (other than the Indemnifying Party or any of its Affiliates). Notwithstanding the foregoing provisions of this Section 8.4(a)(ii), if the Indemnifying Party has notified the Indemnified Party with reasonable promptness that the amount of Indemnifying Party disputes its liability to the final settlement or judgment Indemnified Party with respect to such Third Party Claim that and if such dispute is resolved in excess favor of the amount Indemnifying Party, the Indemnifying Party will not be required to bear the costs and expenses of the Settlement Offer shall not be subject Indemnified Party’s defense pursuant to this Section 8.4(a)(ii). Subject to the Maximum Amount nor above terms of this Section 8.4(a)(ii), the Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 8.4(a)(ii), and the Indemnifying Party will bear its own costs and expenses with respect to such participation. The Indemnified Party shall it be applied against give sufficient prior notice to the Maximum AmountIndemnifying Party of the initiation of any discussions relating to the settlement of a Third Party Claim to allow the Indemnifying Party to participate therein. 9.3.3 If an (b) In the event any Indemnified Party has should have a claim against any Indemnifying Party hereunder that does not involve a Third Party ClaimClaim being asserted against or sought to be collected from the Indemnified Party, the Indemnified Party shall deliver notice (an “Indemnity Notice”) within thirty (30) days after the Indemnified Party has Knowledge of any claim that the Indemnified Party has determined has given or could give rise to a right of indemnification under this Membership Interest Purchase Agreement describing in reasonable detail the facts giving rise to any claim for indemnification and shall include in such Indemnity Notice the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement upon which such claim is based, provided, however, that failure to timely give such Indemnity Notice shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have (i) been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failure. If the Indemnifying Party disputes its liability with respect to such claim, the Indemnifying Party and the Indemnified Party will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within thirty (30) days, the Indemnified Party may commence an Action in connection therewith22.

Method of Asserting Claims. All claims for indemnification under Section 9As used herein, other than any Tax Claim (which shall be asserted and resolved as set forth in Section 9.4) and any Environmental Claim (which shall be asserted and resolved as set forth in Section 9.5), will be asserted and resolved as follows: 9.3.1 Subject to the provisions of each of Section 9.1 and Section 9.2, a party claiming indemnification (the an “Indemnified Party”) in respect of, arising out of or involving ” shall refer to a claim or demand made by a third party against the Purchaser Indemnified Party (or a “Third Party Claim”) shall deliver notice (a “Claim Notice”) to the other party (Seller Indemnified Party, as applicable, and the “Indemnifying Party” shall refer to the party or parties hereto obligated to indemnify such Indemnified Party. 7.5.1 In the event that any of the Indemnified Parties is made a defendant in or party to any action or proceeding, judicial or administrative, instituted by any third party for the liability or the costs or expenses of which are Damages (any such third party action or proceeding being referred to as a “Claim”) ), then such Indemnified Party shall give the Indemnifying Party written notice of the same within the earlier of fifteen (15) Business Days business days after receipt of such written assertion of a Claim or liability or ten (10) business days prior to the date a responsive pleading thereto is required to be filed (or promptly upon receipt by the Indemnified Party, if the Indemnified Party of written receives such complaint, petition or other pleading within such ten (10) business day period); and notwithstanding anything herein to the contrary, if the Indemnified Party receives a notice of the Third institution of audit procedures, a notice of adjustment, or a statutory notice of deficiency from the IRS which requires the filing of a document, including a protest or a petition, the Indemnified Party Claim; providedshall furnish the Indemnifying Party with a copy of such notice at least twenty (20) business days prior to the date such document is required to be filed (or promptly upon receipt by the Indemnified Party, howeverif the Indemnified Party receives such notice of audit, that notice of adjustment or statutory notice of deficiency within such twenty (20) business day period). The failure to timely give such Claim Notice notice shall not affect the indemnification provided hereunder any Indemnified Party’s ability to seek reimbursement except to the extent such failure has materially adversely affected the Indemnifying Party shall have (i) been prejudiced as Party’s ability to defend successfully a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failure. 9.3.2 In the case of a Third Party Claim, the . The Indemnifying Party shall be entitled to assume contest and control defend such Claim; provided that the Indemnifying Party (i) has a reasonable basis for concluding that such defense may be successful and settlement thereof with counsel selected (ii) diligently contests and defends such Claim. Notice of the intention so to contest and defend shall be given by the Indemnifying Party to the Indemnified Party within fifteen (15) business days after the Indemnified Party’s notice of such Claim (but, in any event, at least ten (10) business days prior to the date that an answer to such Claim is due to be filed). Such contest and defense shall be conducted by reputable attorneys employed by the Indemnifying Party. Should If the Indemnifying Party so fails to give such notice or assume the defense of a Third Party Claimsuch defense, the Indemnifying Party shall not be liable to then the Indemnified Party for legal shall be entitled to undertake such defense and its reasonable costs and expenses subsequently incurred (including, without limitation, attorney fees and expenses) shall be included in the Damages to be indemnified by the Indemnified Party in connection with the defense thereofIndemnifying Party. If the Indemnifying Party assumes elects to contest and defend a Claim, the Indemnified Party shall be entitled at any time, at its own cost and expense (which expense shall not constitute Damages unless the Indemnified Party reasonably determines that the Indemnifying Party is not adequately representing or, because of a conflict of interest, may not adequately represent, any interests of the Indemnified Parties, and only to the extent that such expenses are reasonable), to participate in such contest and defense and to be represented by attorneys of its or their own choosing. If the Indemnified Party elects to participate in such defense, the Indemnified Party shall will cooperate with the Indemnifying Party in the conduct of such defense. If the Indemnifying Party elects to contest and defend a Claim, (i) no compromise or settlement of such Claim may be effected by the Indemnifying Party without the Indemnified Party’s prior written consent unless (A) there is no finding or admission of any violation of law or any violation of the rights of any person and no effect on any other claims that have been made against the right to employ counselIndemnified Party, at its own expense, separate from and (B) the counsel employed sole relief provided is monetary damages that are paid in full by the Indemnifying Party, provided that and (ii) the Indemnified Party will have no liability with respect to any compromise or settlement of such claims effected without its prior written consent. 7.5.2 If any Indemnified Party should have a claim for indemnification against any Indemnifying Party (whether such claim does not involve a Claim or involves a settled or resolved Claim which the Indemnifying Party shall be permitted to control such defense and has not defended for any settlement. If the Indemnifying Party does not assume the defense of a Third Party Claim within thirty (30) days following reason, or a Claim Notice, the Indemnified Party, by notice to the Indemnifying Party, may employ its own counsel and control the defense of the Third Party Claim and the Indemnifying Party shall be liable for the reasonable fees and disbursements of one counsel employed by the from which an Indemnified Party in each applicable jurisdiction, provided that in any such case the Indemnified Party shall diligently and in good faith contest such Third Party Claim. Whether the Indemnifying Party has suffered Damages or the Indemnified Party controls the defense of any Third Party Claim, the parties shall cooperate in the defense thereof. Such cooperation shall include the retention and provision to the counsel of the controlling party of records and information that are reasonably relevant to such Third Party Claim, and making employees available on a commercially reasonable, mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party shall have the right to settle, compromise or discharge a Third Party Claim without the Indemnified Party’s consent if such settlement, compromise or discharge (i) constitutes a complete and unconditional discharge and release of the Indemnified Party, (ii) does not include any statement as to or an admission of fault, culpability or a failure to act by, or on behalf of, any such Indemnified Party and (iii) provides for no relief other than the payment of monetary damages and such monetary damages are paid losses by the Indemnifying Party (subject to, if Seller is the Indemnifying Party, the Deductible Amount, the Minimum Amount and the Maximum Amount, as provided above). No Third Party Claim may be settled by the Indemnified Party without the written consent reason of the Indemnifying Party. If the ’s failure to adequately represent an Indemnified Party desires Party’s interests or otherwise to settle a Third Party Claim, it shall provide the Indemnifying Party with a written document signed by the Person making the Third Party Claim and the Indemnified Party setting forth the terms of the proposed settlement (the “Settlement Offer”). The Indemnifying Party shall not unreasonably withhold its consent to such proposed settlement unless it agrees that it shall indemnify the Indemnified Party with respect to such Third Party Claim in accordance with this Section 9, subject to the Maximum Amount, the Minimum Amount and the Deductible Amount, provided that the amount of the final settlement or judgment with respect to such Third Party Claim that is in excess of the amount of the Settlement Offer shall not be subject to the Maximum Amount nor shall it be applied against the Maximum Amount. 9.3.3 If an Indemnified Party has a claim against any Indemnifying Party that does not involve a Third Party ClaimParty), the Indemnified Party shall deliver a notice (an “Indemnity Notice”) within thirty (30) days after of such claim to the Indemnified Party has Knowledge of any claim that the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement describing Indemnifying Party, setting forth in reasonable detail the facts giving rise identity, nature and estimated amount of Damages (if reasonably determinable) related to any such claim for indemnification or claims, with reasonable promptness and shall include in such Indemnity Notice all events prior to the amount or the method of computation expiration of the amount of such claim, and a reference to the provision of this Agreement upon which such claim is based, provided, however, that failure to timely give such Indemnity Notice shall not affect the Indemnifying Party’s indemnification provided hereunder except to the extent the Indemnifying Party shall have (i) been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failureobligation hereunder. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the claim described in such notice or fails to notify the Indemnified Party within twenty (20) days after delivery of such notice by the Indemnified Party whether the Indemnifying Party disputes the claim described in such notice, the Damages in the amount specified in the Indemnified Party’s notice will be conclusively deemed a liability of the Indemnifying Party and the Indemnifying Party shall pay the amount of such Damages to the Indemnified Party on demand, subject to the limitations set forth in Section 7.6. If the Indemnifying Party has timely disputed its liability with respect to such claim, the Indemnifying Party and the Indemnified Party will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within dispute for a period of thirty (30) days, the . 7.5.3 Any Indemnified Party may commence an Action shall bring a claim for indemnification hereunder in connection therewithgood faith and in a timely manner consistent with good commercial practices.

Method of Asserting Claims. All claims for indemnification under Section 9(a) In the event that any of the Indemnified Parties is made a defendant in or party to any Claim, other than any Tax Claim (which shall be asserted and resolved as set forth in Section 9.4) and any Environmental Claim (which shall be asserted and resolved as set forth in Section 9.5), will be asserted and resolved as follows: 9.3.1 Subject to the provisions of each of Section 9.1 and Section 9.2, a party claiming indemnification (the “Indemnified Party”) in respect of, arising out of or involving a claim or demand made by a third party against the Indemnified Party shall give the Indemnifying Party written notice thereof within thirty (a “Third Party Claim”30) days of its knowledge of the same. The failure to give such notice timely shall deliver notice not affect any Indemnified Party’s right to indemnification unless (a “Claim Notice”) and then only to the other party (extent that) such failure or delay has materially and adversely affected the “Indemnifying Party”) ’s ability to defend successfully a Claim. The Indemnifying Party shall be entitled to contest and defend such Claim provided it diligently contests and defends such Claim. Notice of the intention so to contest and defend shall be given by the Indemnifying Party to the Indemnified Party within fifteen (15) Business Days after receipt the Indemnified Party’s notice of such Claim (but, in all events, at least five (5) Business Days prior to the date that an answer to such Claim is due to be filed taking into account any extensions to file a responsive pleading obtained by either Party). Such contest and defense shall be conducted by reputable attorneys employed by the Indemnifying Party at its sole cost and expense. The Indemnified Party shall be entitled at any time, at its own cost and expense (which expense shall not constitute a Loss), to participate in such contest and defense and to be represented by attorneys of written notice of the Third Party Claimits or their own choosing; provided, however, that failure to timely give such Claim Notice shall not affect the indemnification provided hereunder except to the extent if the Indemnifying Party shall have does not or ceases to conduct the defense of such Claim actively and diligently, (i) been prejudiced the Indemnified Party may defend against, and, with the prior written consent of the Indemnifying Party (which consent will not be unreasonably withheld, conditioned or delayed), consent to the entry of any judgment or enter into any settlement with respect to, such Claim, (ii) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against such Claim, including reasonable attorneys’ fees and expenses and (iii) the Indemnifying Party will remain responsible for any Losses the Indemnified Party may suffer as a result of such failure or (ii) forfeited rights and defenses otherwise available Claim to the full extent provided in this Agreement. If the Indemnified Party elects to participate in such defense, the Indemnified Party shall reasonably cooperate with the Indemnifying Party in the conduct of such defense. Neither the Indemnified Party nor the Indemnifying Party may concede, settle or compromise any Claim without the consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed, if pursuant to or as a result of such failure. 9.3.2 In concession, settlement or compromise, (i) injunctive relief or specific performance would be imposed against the case Indemnified Party, (ii) such concession, settlement or compromise would lead to liability or create any financial or other obligation on the part of the Indemnified Party for which the Indemnified Party is not entitled to indemnification hereunder, or (iii) such concession, settlement or compromise will not result in a Third full release of the Indemnified Party with respect to such Claim. Notwithstanding the foregoing, in the event the Indemnifying Party fails or is not entitled to contest and defend a Claim, the Indemnifying Indemnified Party shall be entitled to assume contest, defend and control settle such Claim in such manner and on such terms as the defense Indemnified Party may deem appropriate and the Indemnified Party shall be entitled to recover from the Indemnifying Party the amount of any settlement thereof or judgment and, on an ongoing basis, all costs and expenses of the Indemnified Party with counsel selected by respect thereto, including interest from the date such costs and expenses were incurred. If at any time, in the reasonable opinion of the Indemnified Party, notice of which shall be given in writing to the Indemnifying Party. Should the Indemnifying Party so assume the defense of , any Claim seeks relief which could have a Third Party Claim, the Indemnifying Party shall not be liable to the material adverse effect on any Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes such defenseParty, the Indemnified Party shall have the right to employ counsel, at its own expense, separate from control or assume (as the counsel employed by the Indemnifying Party, provided that the Indemnifying Party shall be permitted to control such defense and any settlement. If the Indemnifying Party does not assume the defense of a Third Party Claim within thirty (30case may be) days following a Claim Notice, the Indemnified Party, by notice to the Indemnifying Party, may employ its own counsel and control the defense of the Third Party Claim and the Indemnifying Party shall be liable for the reasonable fees and disbursements of one counsel employed by the Indemnified Party in each applicable jurisdiction, provided that in any such case the Indemnified Party shall diligently and in good faith contest such Third Party Claim. Whether the Indemnifying Party or the Indemnified Party controls the defense of any Third such Claim and the amount of any judgment or settlement and the reasonable costs and expenses of defense shall be included as part of the indemnification obligations of the Indemnifying Party Claimhereunder. If the Indemnified Party should elect to exercise such right, the parties shall cooperate in the defense thereof. Such cooperation shall include the retention and provision to the counsel of the controlling party of records and information that are reasonably relevant to such Third Party Claim, and making employees available on a commercially reasonable, mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party shall have the right to settleparticipate in, compromise or discharge a Third Party Claim without the Indemnified Party’s consent if such settlement, compromise or discharge (i) constitutes a complete and unconditional discharge and release of the Indemnified Party, (ii) does but not include any statement as to or an admission of fault, culpability or a failure to act by, or on behalf of, any such Indemnified Party and (iii) provides for no relief other than the payment of monetary damages and such monetary damages are paid by the Indemnifying Party (subject to, if Seller is the Indemnifying Partycontrol, the Deductible Amount, defense of such Claim at the Minimum Amount sole cost and the Maximum Amount, as provided above). No Third Party Claim may be settled by the Indemnified Party without the written consent expense of the Indemnifying Party. If . (b) In the event any Indemnified Party desires to settle a Third Party Claim, it shall provide the Indemnifying Party with a written document signed by the Person making the Third Party Claim and the Indemnified Party setting forth the terms of the proposed settlement (the “Settlement Offer”). The Indemnifying Party shall not unreasonably withhold its consent to such proposed settlement unless it agrees that it shall indemnify the Indemnified Party with respect to such Third Party Claim in accordance with this Section 9, subject to the Maximum Amount, the Minimum Amount and the Deductible Amount, provided that the amount of the final settlement or judgment with respect to such Third Party Claim that is in excess of the amount of the Settlement Offer shall not be subject to the Maximum Amount nor shall it be applied against the Maximum Amount. 9.3.3 If an Indemnified Party has should have a claim against any Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party shall deliver a notice of such claim within ninety (an “Indemnity Notice”) within thirty (3090) days after of its knowledge of such claim to the Indemnifying Party; provided, that, the failure to give such notice timely shall not affect any Indemnified Party has Knowledge of any claim that Party’s right to indemnification unless (and then only to the Indemnified Party has determined has given extent that) such failure or could give rise to a right of indemnification under this Agreement describing in reasonable detail delay materially and adversely affects the facts giving rise to any claim for indemnification and shall include Indemnifying Party’s rights. Included in such Indemnity Notice the amount or the method of computation written notice will be a statement of the amount of such claimthe Loss, a brief explanation of the Loss, and a reference to the provision instructions for payment by certified or bank cashier’s check or by wire transfer of this Agreement upon which such claim is based, provided, however, that failure to timely give such Indemnity Notice shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have (i) been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise immediately available to the Indemnifying Party as a result of such failurefunds. If the Indemnifying Party disputes its notifies the Indemnified Party that it does not dispute the claim described in such notice, the Loss in the amount specified in the Indemnified Party’s notice shall be deemed a liability with respect to such claim, of the Indemnifying Party and the Indemnified Indemnifying Party will proceed in good faith to negotiate a resolution shall pay the amount of such dispute, and if not resolved through negotiations within thirty (30) days, Loss to the Indemnified Party may commence an Action in connection therewithon demand.

Method of Asserting Claims. All claims for indemnification under Section 9by any DISH Indemnified Person or EchoStar Indemnified Person (each, other than any Tax Claim (which an “Indemnified Party”) shall be asserted and resolved as set forth in this Section 9.4) and any Environmental Claim (which shall be asserted and resolved as set forth in Section 9.5), will be asserted and resolved as follows: 9.3.1 Subject to the provisions of each of Section 9.1 and Section 9.2, a party claiming indemnification (the “Indemnified Party”) in respect of, arising out of or involving a claim or demand made by a third party against the 8.4. Any Indemnified Party (a “Third seeking indemnity pursuant to Section 8.1 or Section 8.2 shall notify in writing the Party Claim”) shall deliver notice (a “Claim Notice”) to the other party from whom indemnification is sought (the “Indemnifying Party”) within fifteen (15) Business Days after receipt by the Indemnified Party of written notice of the Third Party Claim; provided, however, that failure to timely give such Claim Notice shall not affect the indemnification provided hereunder except to the extent the demand for indemnification. The Indemnifying Party shall have thirty (i30) been prejudiced as a result days from the personal delivery or mailing of such failure notice (the “Notice Period”) to notify the Indemnified Party whether or (ii) forfeited rights and defenses otherwise available not it desires to defend the Indemnified Party against such claim or demand with respect to a claim or demand based on a Third Party Claim. In the event that the Indemnifying Party as notifies the Indemnified Party within the Notice Period that, with respect to a result of Third Party Claim, it desires to defend the Indemnified Party against such failure. 9.3.2 In the case of a Third Party Claim, the Indemnifying Party shall be entitled have the right to defend the Indemnified Party at the Indemnifying Party’s sole cost and expense and with counsel (plus local counsel if appropriate) reasonably satisfactory to the Indemnified Party. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, compromise or consent to entry of any judgment or enter into any settlement agreement with respect to any action or proceeding in respect of which indemnification is sought under Section 8.1 or Section 8.2 (whether or not the Indemnified Party is an actual or potential party thereto), unless such compromise, consent or settlement involves only the payment of money damages for which the Indemnifying Party will indemnify the Indemnified Party hereunder. If the right to assume and control the defense and settlement thereof with counsel selected by the Indemnifying Party. Should the Indemnifying Party so assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes such defenseis exercised, the Indemnified Party shall have the right to employ counselparticipate in, but not control, such defense at its own expenseexpense and the Indemnifying Party’s indemnity obligations shall be deemed not to include attorneys’ fees and litigation expenses incurred in such participation by the Indemnified Party after the assumption of the defense by the Indemnifying Party in accordance with the terms of this Agreement; provided, however, that the Indemnified Parties collectively shall be entitled to employ one firm or separate from counsel (plus local counsel if appropriate) to represent the Indemnified Parties if, in the opinion of counsel employed to each Indemnified Party seeking to employ such separate counsel, a conflict of interest between such Indemnified Party or Parties and the Indemnifying Party exists in respect of such claim and in each such event, the fees, costs and expenses of one such firm or separate counsel (plus one local counsel per jurisdiction if appropriate) shall be paid in full by the Indemnifying Party, provided that the Indemnifying Party shall be permitted to control such defense and any settlement. If the Indemnifying Party does has not elected to assume the defense of a Third Party Claim within thirty (30) days following a Claim Noticethe Notice Period, the Indemnified Party, by notice to Party may defend and settle the claim for the account and cost of the Indemnifying Party; provided, may employ its own counsel and control the defense of the Third Party Claim and the Indemnifying Party shall be liable for the reasonable fees and disbursements of one counsel employed by that the Indemnified Party in each applicable jurisdiction, provided that in any such case will not settle the Indemnified Party shall diligently and in good faith contest such Third Party Claim. Whether the Indemnifying Party or the Indemnified Party controls the defense of any Third Party Claim, the parties shall cooperate in the defense thereof. Such cooperation shall include the retention and provision to the counsel of the controlling party of records and information that are reasonably relevant to such Third Party Claim, and making employees available on a commercially reasonable, mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party shall have the right to settle, compromise or discharge a Third Party Claim without the Indemnified Party’s consent if such settlement, compromise or discharge (i) constitutes a complete and unconditional discharge and release of the Indemnified Party, (ii) does not include any statement as to or an admission of fault, culpability or a failure to act by, or on behalf of, any such Indemnified Party and (iii) provides for no relief other than the payment of monetary damages and such monetary damages are paid by the Indemnifying Party (subject to, if Seller is the Indemnifying Party, the Deductible Amount, the Minimum Amount and the Maximum Amount, as provided above). No Third Party Claim may be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. If the The Indemnified Party desires to settle a Third Party Claim, it shall provide cooperate with the Indemnifying Party with a written document signed by the Person making the Third Party Claim and the Indemnified Party setting forth the terms of the proposed settlement (the “Settlement Offer”). The Indemnifying Party shall not unreasonably withhold its consent to such proposed settlement unless it agrees that it shall indemnify the Indemnified Party with respect to such Third Party Claim in accordance with this Section 9and, subject to the Maximum Amountobtaining proper assurances of confidentiality and privilege, the Minimum Amount and the Deductible Amount, provided that the amount of the final settlement or judgment with respect to such Third Party Claim that is in excess of the amount of the Settlement Offer shall not be subject to the Maximum Amount nor shall it be applied against the Maximum Amount. 9.3.3 If an Indemnified Party has a claim against any Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party shall deliver notice (an “Indemnity Notice”) within thirty (30) days after the Indemnified Party has Knowledge of any claim that the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement describing in reasonable detail the facts giving rise to any claim for indemnification and shall include in such Indemnity Notice the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement upon which such claim is based, provided, however, that failure to timely give such Indemnity Notice shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have (i) been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise make available to the Indemnifying Party as a result all pertinent information under the control of such failure. If the Indemnifying Party disputes its liability with respect to such claim, the Indemnifying Party and the Indemnified Party will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within thirty (30) days, the Indemnified Party may commence an Action in connection therewithParty.

Method of Asserting Claims. All claims for indemnification by any party under Section 9, other than any Tax Claim (which this Article V shall be asserted and resolved as set forth in Section 9.4) and any Environmental Claim (which shall be asserted and resolved as set forth in Section 9.5), will be asserted and resolved as follows: 9.3.1 Subject to the provisions of each of Section 9.1 and Section 9.2, (a) If a party claiming (the "Indemnified Party") intends to seek indemnification under this Article V, it shall promptly notify the parties from which it is seeking indemnification (the “Indemnified Party”"Indemnifying Parties") in respect of, arising out writing of or involving a claim or demand made by a third party against the Indemnified Party (a “Third Party Claim”) shall deliver notice (a “Claim Notice”) to the other party (the “Indemnifying Party”) within fifteen (15) Business Days after receipt by the Indemnified Party of written notice of the Third Party Claim; provided, however, that such claim. The failure to timely give provide such Claim Notice shall notice will not affect the indemnification provided any rights hereunder except to the extent an Indemnifying Party is materially prejudiced thereby. (b) If such claim involves a claim by a third-party against the Indemnified Party, the Indemnifying Party shall, within ten days after receipt of such notice and upon notice to the Indemnified Party, assume, with counsel reasonably satisfactory to the Indemnified Party, at the sole cost and expense of the Indemnifying Party, the settlement or defense thereof (in which case any Loss associated therewith shall be the sole responsibility of the Indemnifying Party), provided that the Indemnified Party may participate in such settlement or defense through counsel chosen by it. If the Indemnified Party determines in good faith that representation by the Indemnifying Party's counsel of (i) the Indemnifying Party and (ii) the Indemnified Party may present such counsel with a conflict of interest, then the Indemnifying Party shall have pay the reasonable fees and expenses of the Indemnified Party's counsel. Notwithstanding the foregoing, (i) been prejudiced as a result the Indemnified Party may, at the sole cost and expense of such failure the Indemnifying Party, at any time prior to the delivery of the notice referred to in the first sentence of this Section 5.02(b) by any Indemnifying Party, file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests, (ii) forfeited rights the Indemnified Party may take over the control of the defense or settlement of a third-party claim at any time if it irrevocably waives its right to indemnity under this Article V with respect to such claim and defenses otherwise available to (iii) the Indemnifying Party may not, without the consent of the Indemnified Party, settle or compromise any action or consent to the entry of any judgment. So long as an Indemnifying Party is contesting any such claim in good faith, the Indemnified Party shall not pay or settle any such claim without such Indemnifying Party's consent, such consent not to be unreasonably withheld. Notwithstanding the foregoing, if the compromise or settlement of a third-party claim could reasonably be expected to adversely affect the status of TPT electing to be treated as a result real investment trust within the meaning of Section 856 of the Code, and TPT is the Indemnified Party, then TPT shall make such decision to compromise or settle the third-party claim without the need to obtain the other party's consent. If the Indemnifying Party is not entitled to assume the defense of the claim pursuant to the foregoing provisions or is entitled but does not contest such claim in good faith (including if it does not notify the Indemnified Party of its assumption of the defense of such failure. 9.3.2 In claim within the case ten-day period set forth above), then the Indemnified Party may conduct and control, through counsel of a Third its own choosing and at the expense of the Indemnifying Party, the settlement or defense thereof, and the Indemnifying Party Claimshall cooperate with it in connection therewith. The failure of the Indemnified Party to participate in, conduct or control such defense shall not relieve the Indemnifying Party of any obligation it may have hereunder. Any defense costs required to be paid by the Indemnifying Party shall be entitled to assume and control the defense and settlement thereof with counsel selected by the Indemnifying Party. Should the Indemnifying Party so assume the defense paid as incurred, promptly against delivery of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, provided that the Indemnifying Party shall be permitted to control such defense and any settlement. If the Indemnifying Party does not assume the defense of a Third Party Claim within thirty (30) days following a Claim Notice, the Indemnified Party, by notice to the Indemnifying Party, may employ its own counsel and control the defense of the Third Party Claim and the Indemnifying Party shall be liable for the reasonable fees and disbursements of one counsel employed by the Indemnified Party in each applicable jurisdiction, provided that in any such case the Indemnified Party shall diligently and in good faith contest such Third Party Claim. Whether the Indemnifying Party or the Indemnified Party controls the defense of any Third Party Claim, the parties shall cooperate in the defense thereof. Such cooperation shall include the retention and provision to the counsel of the controlling party of records and information that are reasonably relevant to such Third Party Claim, and making employees available on a commercially reasonable, mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party shall have the right to settle, compromise or discharge a Third Party Claim without the Indemnified Party’s consent if such settlement, compromise or discharge (i) constitutes a complete and unconditional discharge and release of the Indemnified Party, (ii) does not include any statement as to or an admission of fault, culpability or a failure to act by, or on behalf of, any such Indemnified Party and (iii) provides for no relief other than the payment of monetary damages and such monetary damages are paid by the Indemnifying Party (subject to, if Seller is the Indemnifying Party, the Deductible Amount, the Minimum Amount and the Maximum Amount, as provided above). No Third Party Claim may be settled by the Indemnified Party without the written consent of the Indemnifying Party. If the Indemnified Party desires to settle a Third Party Claim, it shall provide the Indemnifying Party with a written document signed by the Person making the Third Party Claim and the Indemnified Party setting forth the terms of the proposed settlement (the “Settlement Offer”). The Indemnifying Party shall not unreasonably withhold its consent to such proposed settlement unless it agrees that it shall indemnify the Indemnified Party with respect to such Third Party Claim in accordance with this Section 9, subject to the Maximum Amount, the Minimum Amount and the Deductible Amount, provided that the amount of the final settlement or judgment with respect to such Third Party Claim that is in excess of the amount of the Settlement Offer shall not be subject to the Maximum Amount nor shall it be applied against the Maximum Amountinvoices therefor. 9.3.3 If an Indemnified Party has a claim against any Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party shall deliver notice (an “Indemnity Notice”) within thirty (30) days after the Indemnified Party has Knowledge of any claim that the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement describing in reasonable detail the facts giving rise to any claim for indemnification and shall include in such Indemnity Notice the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement upon which such claim is based, provided, however, that failure to timely give such Indemnity Notice shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have (i) been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failure. If the Indemnifying Party disputes its liability with respect to such claim, the Indemnifying Party and the Indemnified Party will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within thirty (30) days, the Indemnified Party may commence an Action in connection therewith.

Method of Asserting Claims. The party making a claim under this Article V is referred to as the "Indemnified Party" and the party against whom such claims are asserted under Section 12.2 is referred to as the "Indemnifying Party". All claims for indemnification by any Indemnified Party under Section 9, other than any Tax Claim (which 12.2 shall be asserted and resolved as set forth in Section 9.4) and any Environmental Claim (which shall be asserted and resolved as set forth in Section 9.5), will be asserted and resolved as follows: 9.3.1 Subject to (a) In the provisions of each of Section 9.1 and Section 9.2, a party claiming indemnification (the “Indemnified Party”) in respect of, arising out of or involving a event that any claim or demand made for which an Indemnifying Party would be liable to an Indemnified Party hereunder is asserted against or sought to be collected from such Indemnified Party by a third party against the party, said Indemnified Party (a “Third Party Claim”) shall deliver notice (a “Claim Notice”) to the other party (the “Indemnifying Party”) within fifteen (15) Business Days after receipt by days notify in writing the Indemnified Indemnifying Party of written notice such claim or demand, specifying the nature of the Third Party Claimspecific basis for such claim or demand, and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim and demand; any such notice, being the "Claim Notice"); provided, however, that any failure to timely give such Claim Notice shall will not affect be deemed a waiver of any rights of the indemnification provided hereunder Indemnified Party except to the extent the Indemnifying Party shall have (i) been prejudiced as a result rights of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result are actually prejudiced or harmed. The Indemnifying Party may elect to assume the defense of any such claim or demand by delivering written notice to the Indemnified Party of such failure. 9.3.2 In election; provided that any Indemnified Party is hereby authorized prior to the case date on which it receives written notice from the Indemnifying Party assuming such defense, to retain counsel, whose reasonable fees and expenses shall be at the expense of a Third the Indemnifying Party, to file any motion, answer or other pleading and take such other action which it reasonably shall deem necessary to protect its interests or those of the Indemnifying Party Claim, until the date on which the Indemnified Party receives such notice from the Indemnifying Party. After the Indemnifying Party shall be entitled to assume and control the defense and settlement thereof with counsel selected by the Indemnifying Party. Should the Indemnifying Party so assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to employ retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless the named parties of any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party shall not, in connection with any proceedings or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one such firm for the Indemnified Party (except to the extent the Indemnified Party retained counsel to protect its own expense, separate from (or the Indemnifying Party's) rights prior to the selection of counsel employed by the Indemnifying Party, provided that ). The Indemnified Party agrees to cooperate reasonably with the Indemnifying Party and its counsel in contesting any claim or demand which the Indemnifying Party defends. No claim or demand may be settled by an Indemnifying Party or, where permitted pursuant to this Agreement, by an Indemnified Party without the consent of the Indemnified Party in the first case or the consent of the Indemnifying Party in the second case, which consent shall not be unreasonably withheld, unless such settlement shall be permitted accompanied by a complete release of the Indemnified Party in the first case or the Indemnifying Party in the second case. (b) In the event any Indemnified Party shall have a claim against any Indemnifying Party hereunder which does not involve a claim or demand being asserted against or sought to control be collected from it by a third party, the Indemnified Party shall send a Claim Notice with respect to such defense and any settlementclaim to the Indemnifying Party. If the Indemnifying Party does not assume the defense of a Third Party Claim dispute such claim within thirty (30) days following a of receipt of the Claim Notice the amount of such claim shall be paid to the Indemnified Party within forty-five (45) days of receipt of the Claim Notice. (c) So long as any right to indemnification exists pursuant to this Article XI, the affected parties each agree to retain all books, records, accounts, instruments and documents reasonably related to the Claim Notice. In each instance, the Indemnified Party, by notice to the Indemnifying Party, may employ its own counsel and control the defense of the Third Party Claim and the Indemnifying Party shall be liable for the reasonable fees and disbursements of one counsel employed by the Indemnified Party in each applicable jurisdiction, provided that in any such case the Indemnified Party shall diligently and in good faith contest such Third Party Claim. Whether the Indemnifying Party or the Indemnified Party controls the defense of any Third Party Claim, the parties shall cooperate in the defense thereof. Such cooperation shall include the retention and provision to the counsel of the controlling party of records and information that are reasonably relevant to such Third Party Claim, and making employees available on a commercially reasonable, mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party shall have the right to settle, compromise or discharge a Third Party Claim without the Indemnified Party’s consent if such settlement, compromise or discharge (i) constitutes a complete and unconditional discharge and release of the Indemnified Party, (ii) does not include any statement as to or an admission of fault, culpability or a failure to act by, or on behalf of, any such Indemnified Party and (iii) provides for no relief other than the payment of monetary damages and such monetary damages are paid be kept informed by the Indemnifying Party (subject to, if Seller is the Indemnifying Party, the Deductible Amount, the Minimum Amount and the Maximum Amount, as provided above). No Third Party Claim may be settled by the Indemnified Party without the written consent of the Indemnifying Party. If the Indemnified Party desires to settle a Third Party Claim, it shall provide the Indemnifying Party with a written document signed by the Person making the Third Party Claim and the Indemnified Party setting forth the terms of the proposed settlement (the “Settlement Offer”). The Indemnifying Party shall not unreasonably withhold its consent to such proposed settlement unless it agrees that it shall indemnify the Indemnified Party legal counsel with respect to all significant matters relating to any legal proceedings. Any information or documents made available to any party hereunder, which information is designated as confidential by the party providing such Third Party Claim in accordance with this Section 9, subject information and which is not otherwise generally available to the Maximum Amountpublic, or which information is not otherwise lawfully obtained from third parties or not already within the Minimum Amount and the Deductible Amount, provided that the amount knowledge of the final settlement party to whom the information is provided (unless otherwise covered by the confidentiality provisions of any other agreement among the parties hereto, or judgment with respect any of them), and except as may be required by applicable law or requested by third party lenders to such Third Party Claim that is in excess of the amount of the Settlement Offer party, shall not be subject disclosed to any third Person (except for the Maximum Amount nor representatives of the party being provided with the information, in which event the party being provided with the information shall request its representatives not to disclose any such information which it otherwise required hereunder to be applied against the Maximum Amountkept confidential). 9.3.3 If an Indemnified Party has a claim against any Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party shall deliver notice (an “Indemnity Notice”d) within thirty (30) days after the Indemnified Party has Knowledge of any claim that the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement describing in reasonable detail the facts giving rise to any claim for indemnification and shall include in such Indemnity Notice the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement upon which such claim is based, provided, however, that failure to timely give such Indemnity Notice shall not affect the indemnification provided hereunder except to To the extent a Loss occurs under Section 12.2(a), Hill and/or Pruitt may elect to meet such obligaxxxx xy delivery for cancellation of a number of shares of Parent Common Stock. Any stock delivered pursuant to this Section 12.3(d) shall be valued at the Indemnifying Party shall have average of (i) been prejudiced as a result price equal to the fair market value on the date of delivery and (ii) and a price equal to the fair market value on the Closing Date (the "Fair Market Value"). To the extent a Loss occurs under Section 12.2(b), Hill and Pruitt may elect to receive such failure payxxxx (i) in cash, or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as in a result number of such failure. If the Indemnifying Party disputes its liability with respect shares of Parent Common Stock having a Fair Market Value equal to such claim, the Indemnifying Party and the Indemnified Party will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within thirty (30) days, the Indemnified Party may commence an Action in connection therewithpayment amount.

Method of Asserting Claims. All claims for indemnification by any Indemnified Party under Section 9, other than any Tax Claim (which shall be asserted and resolved as set forth in Section 9.4) and any Environmental Claim (which shall be asserted and resolved as set forth in Section 9.5), 7.2 will be asserted and resolved as follows: 9.3.1 Subject to : In the provisions of each of Section 9.1 and Section 9.2, a party claiming indemnification (the “Indemnified Party”) in respect of, arising out of or involving a event any claim or demand made in respect of which an Indemnifying Party might seek indemnity under Section 7.2 is asserted against or sought to be collected from such Indemnified Party by a third party against Person other than the Indemnified Party Company Shareholders or the Indemnifying Officer, Parent or any Affiliate of any Company Shareholders, Indemnifying Officer or Parent (a “"Third Party Claim”) shall deliver notice (a “Claim Notice”) to the other party (the “Indemnifying Party”) within fifteen (15) Business Days after receipt by the Indemnified Party of written notice of the Third Party Claim; provided, however, that failure to timely give such Claim Notice shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have (i) been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failure. 9.3.2 In the case of a Third Party Claim, the Indemnifying Party shall be entitled to assume and control the defense and settlement thereof with counsel selected by the Indemnifying Party. Should the Indemnifying Party so assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes such defense"), the Indemnified Party shall have the right to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, provided that the Indemnifying Party shall be permitted to control such defense and any settlement. If the Indemnifying Party does not assume the defense of a Third Party Claim within thirty (30) days following deliver a Claim Notice, the Indemnified Party, by notice Notice with reasonable promptness to the Indemnifying Party, may employ its own counsel and control the defense of the Third Party Claim and the Indemnifying Party shall be liable for the reasonable fees and disbursements of one counsel employed by the Indemnified Party in each applicable jurisdiction, provided that in any such case the Indemnified Party shall diligently and in good faith contest such Third Party Claim. Whether the Indemnifying Party or the Indemnified Party controls the defense of any Third Party Claim, the parties shall cooperate in the defense thereof. Such cooperation shall include the retention and provision to the counsel of the controlling party of records and information that are reasonably relevant to such Third Party Claim, and making employees available on a commercially reasonable, mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party shall have the right to settle, compromise or discharge a Third Party Claim without the Indemnified Party’s consent if such settlement, compromise or discharge (i) constitutes a complete and unconditional discharge and release of the Indemnified Party, (ii) does not include any statement as to or an admission of fault, culpability or a failure to act by, or on behalf of, any such Indemnified Party and (iii) provides for no relief other than the payment of monetary damages and such monetary damages are paid by the Indemnifying Party (subject to, if Seller is the Indemnifying Party, the Deductible Amount, the Minimum Amount and the Maximum Amount, as provided above). No Third Party Claim may be settled by the Indemnified Party without the written consent of the Indemnifying Party. If the Indemnified Party desires fails to settle a provide the Claim Notice with reasonable promptness after the Indemnified Party receives notice of such Third Party Claim, it shall provide the Indemnifying Party with a written document signed by the Person making the Third Party Claim and the Indemnified Party setting forth the terms of the proposed settlement (the “Settlement Offer”). The Indemnifying Party shall will not unreasonably withhold its consent be obligated to such proposed settlement unless it agrees that it shall indemnify the Indemnified Party with respect to such Third Party Claim in accordance with this Section 9, subject to the Maximum Amount, the Minimum Amount and the Deductible Amount, provided extent that the amount Indemnifying Party's ability to defend has been irreparably prejudiced by such failure of the final settlement or judgment with respect Indemnified Party. The Indemnifying Party will notify the Indemnified Party as soon as practicable within the Dispute Period whether the Indemnifying Party disputes its liability to the Indemnified Party under Section 7.2 and whether the Indemnifying Party desires, at its sole cost and expense, to defend the Indemnified Party against such Third Party Claim that is in excess of Claim. In the amount of the Settlement Offer shall not be subject to the Maximum Amount nor shall it be applied against the Maximum Amount. 9.3.3 If an event any Indemnified Party has should have a claim under Section 7.2 against any Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party shall deliver notice (an “Indemnity Notice”) within thirty (30) days after Notice with reasonable promptness to the Indemnifying Party. The failure by any Indemnified Party has Knowledge of any claim that to give the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement describing in reasonable detail the facts giving rise to any claim for indemnification and shall include in such Indemnity Notice the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement upon which such claim is based, provided, however, that failure to timely give such Indemnity Notice shall not affect the indemnification provided impair such party's rights hereunder except to the extent the that an Indemnifying Party shall have (i) demonstrates that it has been irreparably prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failurethereby. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the claim described in such Indemnity Notice or fails to notify the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes the claim described in such Indemnity Notice, the Loss in the amount specified in the Indemnity Notice will be conclusively deemed a liability of the Indemnifying Party under Section 7.2 and the Indemnifying Party shall pay the amount of such Loss to the Indemnified Party on demand. If the Indemnifying Party has timely disputed its liability with respect to such claim, the Indemnifying Party and the Indemnified Party will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within the Resolution Period, such dispute shall be resolved by arbitration in accordance with paragraph (c) of this Section 7.3. Any dispute submitted to arbitration pursuant to this Section 7.3 shall be finally and conclusively determined by the decision of a board of arbitration consisting of three (3) members (hereinafter sometimes called the "Board of Arbitration") selected as hereinafter provided. Each of the Indemnified Party and the Indemnifying Party shall select one (1) member and the third member shall be selected by mutual agreement of the other members, or if the other members fail to reach agreement on a third member within twenty (20) days after their selection, such third member shall thereafter be selected by the American Arbitration Association upon application made to it for such purpose by the Indemnified Party. The Board of Arbitration shall meet in Florida or such other place as a majority of the members of the Board of Arbitration determines more appropriate, and shall reach and render a decision in writing (concurred in by a majority of the members of the Board of Arbitration) with respect to the amount, if any, which the Indemnifying Party is required to pay to the Indemnified Party in respect of a claim filed by the Indemnified Party. In connection with rendering its decisions, the Board of Arbitration shall adopt and follow such rules and procedures as a majority of the members of the Board of Arbitration deems necessary or appropriate. To the extent practical, decisions of the Board of Arbitration shall be rendered no more than thirty (30) days, calendar days following commencement of proceedings with respect thereto. The Board of Arbitration shall cause its written decision to be delivered to the Indemnified Party may commence an Action and the Indemnifying Party. Any decision made by the Board of Arbitration (either prior to or after the expiration of such thirty (30) calendar day period) shall be final, binding and conclusive on the Indemnified Party and the Indemnifying Party and entitled to be enforced to the fullest extent permitted by law and entered in connection therewithany court of competent jurisdiction. Each party to any arbitration shall bear its own expense in relation thereto, including but not limited to such party's attorneys' fees, if any, and the expenses and fees of the member of the Board of Arbitration 48 appointed by such party, provided, however, that the expenses and fees of the third member of the Board of Arbitration and any other expenses of the Board of Arbitration not capable of being attributed to any one member shall be borne in equal parts by the Indemnifying Party and the Indemnified Party.

Method of Asserting Claims. All claims for indemnification under Section 9As used herein, other than any Tax Claim (which shall be asserted and resolved as set forth in Section 9.4) and any Environmental Claim (which shall be asserted and resolved as set forth in Section 9.5), will be asserted and resolved as follows: 9.3.1 Subject to the provisions of each of Section 9.1 and Section 9.2, a party claiming indemnification (the an “Indemnified Party”) in respect of, arising out of or involving a claim or demand made by a third party against the Indemnified Party (” shall refer to a “Third Party Claim”) Purchaser Indemnified Party” or “Seller Indemnified Party,” as applicable, the “Notifying Party” shall deliver notice (a “Claim Notice”) refer to the other party (hereto whose Indemnified Parties are entitled to indemnification hereunder, and the “Indemnifying Party”” shall refer to the party hereto obligated to indemnify such Notifying Party’s Indemnified Parties. (a) within fifteen (15) Business Days after receipt by In the event that any of the Indemnified Parties is made a defendant in or party to any action or proceeding, judicial or administrative, instituted by any third party for the liability or the costs or expenses of which are Seller Losses or Purchaser Losses, as the case may be (any such third party action or proceeding being referred to as a “Claim”), the Notifying Party of written shall give the Indemnifying Party prompt notice of the Third Party Claim; provided, however, that thereof. The failure to timely give such Claim Notice notice shall not affect the indemnification provided hereunder except any Indemnified Party’s ability to the extent seek reimbursement unless such failure has materially and adversely affected the Indemnifying Party shall have (i) been prejudiced as Party’s ability to defend successfully a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failure. 9.3.2 In the case of a Third Party Claim, the . The Indemnifying Party shall be entitled to assume contest and control defend such Claim; provided, that the Indemnifying Party (i) has a reasonable basis for concluding that such defense may be successful and settlement thereof with counsel selected (ii) diligently contests and defends such Claim. Notice of the intention so to contest and defend shall be given by the Indemnifying Party to the Notifying Party within twenty (20) business days after the Notifying Party’s notice of such Claim (but, in all events, at least five (5) business days prior to the date that an answer to such Claim is due to be filed). Such contest and defense shall be conducted by reputable attorneys employed by the Indemnifying Party. Should The Notifying Party shall be entitled at any time, at its own cost and expense (which expense shall not constitute a Loss unless the Notifying Party reasonably determines that the Indemnifying Party so assume the defense is not adequately representing or, because of a Third Party Claimconflict of interest, the Indemnifying Party shall may not be liable to adequately represent, any interests of the Indemnified Party for legal expenses subsequently incurred Parties), to participate in such contest and defense and to be represented by the Indemnified Party in connection with the defense thereofattorneys of its or their own choosing. If the Indemnifying Notifying Party assumes elects to participate in such defense, the Indemnified Notifying Party shall have the right to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, provided that cooperate with the Indemnifying Party shall be permitted to control in the conduct of such defense and any settlementdefense. If Neither the Notifying Party nor the Indemnifying Party does not assume may concede, settle or compromise any Claim without the defense of a Third Party Claim within thirty (30) days following a Claim Notice, the Indemnified Party, by notice to the Indemnifying Party, may employ its own counsel and control the defense consent of the Third Party Claim and other party, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, in the event the Indemnifying Party fails or is not entitled to contest and defend a claim, the Notifying Party shall be liable for entitled to contest, defend and settle such Claim. (b) In the reasonable fees and disbursements of one counsel employed by the event any Indemnified Party in each applicable jurisdiction, provided that in any such case the Indemnified Party shall diligently and in good faith contest such Third Party Claim. Whether the Indemnifying Party or the Indemnified Party controls the defense of any Third Party Claim, the parties shall cooperate in the defense thereof. Such cooperation shall include the retention and provision to the counsel of the controlling party of records and information that are reasonably relevant to such Third Party Claim, and making employees available on a commercially reasonable, mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party shall should have the right to settle, compromise or discharge a Third Party Claim without the Indemnified Party’s consent if such settlement, compromise or discharge (i) constitutes a complete and unconditional discharge and release of the Indemnified Party, (ii) does not include any statement as to or an admission of fault, culpability or a failure to act by, or on behalf of, any such Indemnified Party and (iii) provides for no relief other than the payment of monetary damages and such monetary damages are paid by the Indemnifying Party (subject to, if Seller is the Indemnifying Party, the Deductible Amount, the Minimum Amount and the Maximum Amount, as provided above). No Third Party Claim may be settled by the Indemnified Party without the written consent of the Indemnifying Party. If the Indemnified Party desires to settle a Third Party Claim, it shall provide the Indemnifying Party with a written document signed by the Person making the Third Party Claim and the Indemnified Party setting forth the terms of the proposed settlement (the “Settlement Offer”). The Indemnifying Party shall not unreasonably withhold its consent to such proposed settlement unless it agrees that it shall indemnify the Indemnified Party with respect to such Third Party Claim in accordance with this Section 9, subject to the Maximum Amount, the Minimum Amount and the Deductible Amount, provided that the amount of the final settlement or judgment with respect to such Third Party Claim that is in excess of the amount of the Settlement Offer shall not be subject to the Maximum Amount nor shall it be applied against the Maximum Amount. 9.3.3 If an Indemnified Party has a claim against any Indemnifying Party that does not involve a Third Party Claim, the Indemnified Notifying Party shall deliver a notice (an “Indemnity Notice”) of such claim with reasonable promptness to the Indemnifying Party. If the Indemnifying Party notifies the Notifying Party that it does not dispute the claim described in such notice or fails to notify the Notifying Party within thirty (30) days after delivery of such notice by the Indemnified Notifying Party has Knowledge of any whether the Indemnifying Party disputes the claim that the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement describing in reasonable detail the facts giving rise to any claim for indemnification and shall include described in such Indemnity Notice notice, the Loss in the amount or specified in the method Notifying Party’s notice shall be conclusively deemed a liability of computation of the Indemnifying Party and the Indemnifying Party shall pay the amount of such claim, and a reference Loss to the provision of this Agreement upon which such claim is based, provided, however, that failure to timely give such Indemnity Notice shall not affect the indemnification provided hereunder except to the extent the Indemnifying Indemnified Party shall have (i) been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failureon demand. If the Indemnifying Party disputes has disputed its liability with respect to such claim, a representative of each of the Indemnifying Party and the Indemnified Notifying Party will (or their respective designees) shall proceed in good faith to negotiate a resolution of such dispute, and if not resolved through the negotiations of such representatives or designees within sixty (60) days after the delivery of the Notifying Party’s notice of such claim, such dispute (except for any such dispute which gives rise or could give rise to equitable relief under this Agreement) shall be resolved fully and finally in Chicago, Illinois by an arbitrator selected pursuant to, and an arbitration governed by, the Commercial Arbitration Rules of the American Arbitration Association. The arbitrator shall resolve the dispute within thirty (30) days, days after selection and judgment upon the Indemnified Party award rendered by such arbitrator may commence an Action be entered in connection therewithany court of competent jurisdiction.

Method of Asserting Claims. The party making a claim under this Article V is referred to as the "Indemnified Party" and the party against whom such claims are asserted under this Article V is referred to as the "Indemnifying Party". All claims for indemnification by any Indemnified Party under Section 9, other than any Tax Claim (which this Article V shall be asserted and resolved as set forth in Section 9.4) and any Environmental Claim (which shall be asserted and resolved as set forth in Section 9.5), will be asserted and resolved as follows: 9.3.1 Subject to (a) In the provisions of each of Section 9.1 and Section 9.2, a party claiming indemnification (the “Indemnified Party”) in respect of, arising out of or involving a event that any claim or demand made for which an Indemnifying Party would be liable to an Indemnified Party hereunder is asserted against or sought to be collected from such Indemnified Party by a third party against the party, said Indemnified Party shall with reasonable promptness notify in writing the Indemnifying Party of such claim or demand, specifying the nature of the specific basis for such claim or demand, and the amount or the estimated amount thereof to the extent then feasible (a “Third Party Claim”which estimate shall not be conclusive of the final amount of such claim and demand; any such notice, together with any notice given pursuant to Section 5.3(b) shall deliver notice (a “hereof, collectively being the "Claim Notice”) to the other party (the “Indemnifying Party”) within fifteen (15) Business Days after receipt by the Indemnified Party of written notice of the Third Party Claim"); provided, however, that any failure to timely give such Claim Notice shall will not affect be deemed a waiver of any rights of the indemnification provided hereunder Indemnified Party except to the extent the Indemnifying Party shall have (i) been prejudiced as a result rights of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result are actually prejudiced or harmed. The Indemnifying Party, upon request of the Indemnified Party, shall retain counsel (who shall be reasonably acceptable to the Indemnified Party) to represent the Indemnified Party, and shall pay the fees and disbursements of such failure. 9.3.2 In counsel with regard thereto, provided, further, that any Indemnified Party is hereby authorized prior to the case date on which it receives written notice from the Indemnifying Party designating such counsel, to retain counsel, whose reasonable fees and expenses shall be at the expense of a Third the Indemnifying Party, to file any motion, answer or other pleading and take such other action which it reasonably shall deem necessary to protect its interests or those of the Indemnifying Party Claim, until the date on which the Indemnified Party receives such notice from the Indemnifying Party. After the Indemnifying Party shall be entitled to assume and control the defense and settlement thereof with counsel selected by the Indemnifying Party. Should the Indemnifying Party so assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes retain such defensecounsel, the Indemnified Party shall have the right to employ retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (ii) the named parties of any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party shall not, in connection with any proceedings or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one such firm for the Indemnified Party (except to the extent the Indemnified Party retained counsel to protect its own expense, separate from (or the Indemnifying Party's) rights prior to the selection of counsel employed by the Indemnifying Party, provided that ). The Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any claim or demand which the Indemnifying Party defends. No claim or demand may be settled by an Indemnifying Party or, where permitted pursuant to this Agreement, by an Indemnified Party without the consent of the Indemnified Party in the first case or the consent of the Indemnifying Party in the second case, which consent shall not be unreasonably withheld, unless such settlement shall be permitted accompanied by a complete release of the Indemnified Party in the first case or the Indemnifying Party in the second case. (b) In the event any Indemnified Party shall have a claim against any Indemnifying Party hereunder which does not involve a claim or demand being asserted against or sought to control be collected from it by a third party, the Indemnified Party shall send a Claim Notice with respect to such defense and any settlementclaim to the Indemnifying Party. If the Indemnifying Party does not assume dispute such claim, the defense amount of a Third such claim shall be paid to the Indemnified Party Claim within thirty (30) days following a of receipt of the Claim Notice. (c) So long as any right to indemnification exists pursuant to this Article V, the affected parties each agree to retain all books, records, accounts, instruments and documents reasonably related to the Claim Notice. In each instance, the Indemnified Party, by notice to the Indemnifying Party, may employ its own counsel and control the defense of the Third Party Claim and the Indemnifying Party shall be liable for the reasonable fees and disbursements of one counsel employed by the Indemnified Party in each applicable jurisdiction, provided that in any such case the Indemnified Party shall diligently and in good faith contest such Third Party Claim. Whether the Indemnifying Party or the Indemnified Party controls the defense of any Third Party Claim, the parties shall cooperate in the defense thereof. Such cooperation shall include the retention and provision to the counsel of the controlling party of records and information that are reasonably relevant to such Third Party Claim, and making employees available on a commercially reasonable, mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party shall have the right to settle, compromise or discharge a Third Party Claim without the Indemnified Party’s consent if such settlement, compromise or discharge (i) constitutes a complete and unconditional discharge and release of the Indemnified Party, (ii) does not include any statement as to or an admission of fault, culpability or a failure to act by, or on behalf of, any such Indemnified Party and (iii) provides for no relief other than the payment of monetary damages and such monetary damages are paid be kept informed by the Indemnifying Party (subject to, if Seller is the Indemnifying Party, the Deductible Amount, the Minimum Amount and the Maximum Amount, as provided above). No Third Party Claim may be settled by the Indemnified Party without the written consent of the Indemnifying Party. If the Indemnified Party desires to settle a Third Party Claim, it shall provide the Indemnifying Party with a written document signed by the Person making the Third Party Claim and the Indemnified Party setting forth the terms of the proposed settlement (the “Settlement Offer”). The Indemnifying Party shall not unreasonably withhold its consent to such proposed settlement unless it agrees that it shall indemnify the Indemnified Party legal counsel with respect to all significant matters relating to any legal proceedings. Any information or documents made available to any party hereunder, which information is designated as confidential by the party providing such Third Party Claim in accordance with this Section 9, subject information and which is not otherwise generally available to the Maximum Amountpublic, or which information is not otherwise lawfully obtained from third parties or not already within the Minimum Amount and the Deductible Amount, provided that the amount knowledge of the final settlement party to whom the information is provided (unless otherwise covered by the confidentiality provisions of any other agreement among the parties hereto, or judgment with respect any of them), and except as may be required by applicable law or requested by third party lenders to such Third Party Claim that is in excess of the amount of the Settlement Offer party, shall not be subject to the Maximum Amount nor shall it be applied against the Maximum Amount. 9.3.3 If an Indemnified Party has a claim against any Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party shall deliver notice (an “Indemnity Notice”) within thirty (30) days after the Indemnified Party has Knowledge of any claim that the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement describing in reasonable detail the facts giving rise disclosed to any claim third Person (except for indemnification and shall include in such Indemnity Notice the amount or the method of computation representatives of the amount of party being provided with the information, in which event the party being provided with the information shall request its representatives not to disclose any such claim, and a reference information which it otherwise required hereunder to the provision of this Agreement upon which such claim is based, provided, however, that failure to timely give such Indemnity Notice shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have (i) been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failure. If the Indemnifying Party disputes its liability with respect to such claim, the Indemnifying Party and the Indemnified Party will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within thirty (30) days, the Indemnified Party may commence an Action in connection therewithbe kept confidential).

Method of Asserting Claims. All claims Claims for indemnification by an Indemnified Party under Section 9, other than any Tax Claim (which shall be asserted and resolved as set forth in Section 9.4) and any Environmental Claim (which shall be asserted and resolved as set forth in Section 9.5), 7.1 will be asserted and resolved as follows: 9.3.1 Subject to (a) THIRD-PARTY CLAIMS. In the provisions event that any claim or demand in respect of each of which an Indemnified Party might seek indemnification under Section 9.1 and Section 9.2, a party claiming indemnification (the “Indemnified Party”) 7.1 in respect of, arising out of or involving a claim or demand made by any Person not a third party to this Agreement against the an Indemnified Party (a “Third THIRD-PARTY CLAIM”), the Indemnified Party Claim”) shall deliver notice (a “Claim Notice”) Notice to the other party (either the Purchaser and Parent or the Seller and the Members, as appropriate, as the “Indemnifying Party”” within sixty (60) within fifteen (15) Business Days days after receipt by the such Indemnified Party of written notice of the Third Party Claim; provided, however, that failure to timely give such Claim Notice shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have (i) been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failure. 9.3.2 In the case of a Third Party Claim, the Indemnifying Party shall be entitled to assume and control the defense and settlement thereof with counsel selected by the Indemnifying Party. Should the Indemnifying Party so assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, provided that the Indemnifying Party shall be permitted to control such defense and any settlement. If the Indemnifying Party does not assume the defense of a Third Party Claim within thirty (30) days following a Claim Notice, the Indemnified Party, by notice to the Indemnifying Party, may employ its own counsel and control the defense of the Third Party Claim and the Indemnifying Party shall be liable for the reasonable fees and disbursements of one counsel employed by the Indemnified Party in each applicable jurisdiction, provided that in any such case the Indemnified Party shall diligently and in good faith contest such Third Party Claim. Whether the Indemnifying Party or the Indemnified Party controls the defense of any Third Party Claim, the parties shall cooperate in the defense thereof. Such cooperation shall include the retention and provision to the counsel of the controlling party of records and information that are reasonably relevant to such Third Party Claim, and making employees available on a commercially reasonable, mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party shall have the right to settle, compromise or discharge a Third Party Claim without the Indemnified Party’s consent if such settlement, compromise or discharge (i) constitutes a complete and unconditional discharge and release of the Indemnified Party, (ii) does not include any statement as to or an admission of fault, culpability or a failure to act by, or on behalf of, any such Indemnified Party and (iii) provides for no relief other than the payment of monetary damages and such monetary damages are paid by the Indemnifying Party (subject to, if Seller is the Indemnifying Party, the Deductible Amount, the Minimum Amount and the Maximum Amount, as provided above). No Third Party Claim may be settled by the Indemnified Party without the written consent of the Indemnifying Party. If the Indemnified Party desires fails to settle a Third Party Claimprovide the Claim Notice within such time period, it shall provide the Indemnifying Party with a written document signed by the Person making the Third Party Claim and the Indemnified Party setting forth the terms of the proposed settlement (the “Settlement Offer”). The Indemnifying Party shall will not unreasonably withhold its consent be obligated to such proposed settlement unless it agrees that it shall indemnify the Indemnified Party with respect to such Third Third-Party Claim in accordance with this Section 9, subject to the Maximum Amount, the Minimum Amount and the Deductible Amount, provided extent that the amount Indemnifying Party’s ability to defend is actually prejudiced by such failure of the final settlement or judgment with respect to such Third Party Claim that is in excess of the amount of the Settlement Offer shall not be subject to the Maximum Amount nor shall it be applied against the Maximum Amount. 9.3.3 If an Indemnified Party has a claim against any Party. The Indemnifying Party that does not involve a Third Party Claim, will notify the Indemnified Party shall deliver notice (an “Indemnity Notice”) as soon as practicable within thirty (30) days after the Dispute Period whether the Indemnifying Party accepts or disputes its liability to the Indemnified Party has Knowledge of any claim that under Section 7.1 and whether the Indemnifying Party desires, at its sole cost and expense, to defend the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement describing in reasonable detail the facts giving rise to any claim for indemnification and shall include in against such Indemnity Notice the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement upon which such claim is based, provided, however, that failure to timely give such Indemnity Notice shall not affect the indemnification provided hereunder except to the extent the Indemnifying Third-Party shall have (i) been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failure. If the Indemnifying Party disputes its liability with respect to such claim, the Indemnifying Party and the Indemnified Party will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within thirty (30) days, the Indemnified Party may commence an Action in connection therewithClaim.

Method of Asserting Claims. All claims for indemnification by any Indemnified Party under Section 9, other than any Tax Claim (which shall be asserted and resolved as set forth in Section 9.4) and any Environmental Claim (which shall be asserted and resolved as set forth in Section 9.5), 10.2 will be asserted and resolved as follows: 9.3.1 Subject to (a) In the provisions of each of Section 9.1 and Section 9.2, a party claiming indemnification (the “Indemnified Party”) in respect of, arising out of or involving a event any claim or demand made in respect of which an Indemnifying Party might seek indemnity under Section 10.2 is asserted against or sought to be collected from such Indemnified Party by a third party against the Indemnified Party Person other than PRO Transferors, NorthTech or any Affiliate of any PRO Transferors or NorthTech (a “'Third Party Claim”) shall deliver notice (a “Claim Notice”) to the other party (the “Indemnifying Party”) within fifteen (15) Business Days after receipt by the Indemnified Party of written notice of the Third Party Claim; provided, however, that failure to timely give such Claim Notice shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have (i) been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failure. 9.3.2 In the case of a Third Party Claim, the Indemnifying Party shall be entitled to assume and control the defense and settlement thereof with counsel selected by the Indemnifying Party. Should the Indemnifying Party so assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes such defense'), the Indemnified Party shall have the right to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, provided that the Indemnifying Party shall be permitted to control such defense and any settlement. If the Indemnifying Party does not assume the defense of a Third Party Claim within thirty (30) days following deliver a Claim Notice, the Indemnified Party, by notice Notice with reasonable promptness to the Indemnifying Party, may employ its own counsel and control the defense of the Third Party Claim and the Indemnifying Party shall be liable for the reasonable fees and disbursements of one counsel employed by the Indemnified Party in each applicable jurisdiction, provided that in any such case the Indemnified Party shall diligently and in good faith contest such Third Party Claim. Whether the Indemnifying Party or the Indemnified Party controls the defense of any Third Party Claim, the parties shall cooperate in the defense thereof. Such cooperation shall include the retention and provision to the counsel of the controlling party of records and information that are reasonably relevant to such Third Party Claim, and making employees available on a commercially reasonable, mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party shall have the right to settle, compromise or discharge a Third Party Claim without the Indemnified Party’s consent if such settlement, compromise or discharge (i) constitutes a complete and unconditional discharge and release of the Indemnified Party, (ii) does not include any statement as to or an admission of fault, culpability or a failure to act by, or on behalf of, any such Indemnified Party and (iii) provides for no relief other than the payment of monetary damages and such monetary damages are paid by the Indemnifying Party (subject to, if Seller is the Indemnifying Party, the Deductible Amount, the Minimum Amount and the Maximum Amount, as provided above). No Third Party Claim may be settled by the Indemnified Party without the written consent of the Indemnifying Party. If the Indemnified Party desires fails to settle a provide the Claim Notice with reasonable promptness after the Indemnified Party receives notice of such Third Party Claim, it shall provide the Indemnifying Party with a written document signed by the Person making the Third Party Claim and the Indemnified Party setting forth the terms of the proposed settlement (the “Settlement Offer”). The Indemnifying Party shall will not unreasonably withhold its consent be obligated to such proposed settlement unless it agrees that it shall indemnify the Indemnified Party with respect to such Third Party Claim in accordance with this Section 9, subject to the Maximum Amount, the Minimum Amount and the Deductible Amount, provided extent that the amount Indemnifying Party's ability to defend has been irreparably prejudiced by such failure of the final settlement or judgment with respect Indemnified Party. The Indemnifying Party will notify the Indemnified Party as soon as practicable within the Dispute Period whether the Indemnifying Party disputes its liability to the Indemnified Party under Section 10.2 and whether the Indemnifying Party desires, at its sole cost and expense, to defend the Indemnified Party against such Third Party Claim that is in excess of the amount of the Settlement Offer shall not be subject to the Maximum Amount nor shall it be applied against the Maximum AmountClaim. 9.3.3 If an (b) In the event any Indemnified Party has should have a claim under Section 10.2 against any Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party shall deliver notice (an “Indemnity Notice”) within thirty (30) days after Notice with reasonable promptness to the Indemnifying Party. The failure by any Indemnified Party has Knowledge of any claim that to give the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement describing in reasonable detail the facts giving rise to any claim for indemnification and shall include in such Indemnity Notice the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement upon which such claim is based, provided, however, that failure to timely give such Indemnity Notice shall not affect the indemnification provided impair such party's rights hereunder except to the extent the that an Indemnifying Party shall have (i) demonstrates that it has been irreparably prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failurethereby. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the claim described in such Indemnity Notice or fails to notify the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes the claim described in such Indemnity Notice, the Loss in the amount specified in the Indemnity Notice will be conclusively deemed a liability of the Indemnifying Party under Section 10.2 and the Indemnifying Party shall pay the amount of such Loss to the Indemnified Party on demand. If the Indemnifying Party has timely disputed its liability with respect to such claim, the Indemnifying Party and the Indemnified Party will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within the Resolution Period, such dispute shall be resolved by arbitration in accordance with paragraph (c) of this Section 10.2. (c) Any dispute submitted to arbitration pursuant to this Section 10.3 shall be finally and conclusively determined by the decision of a board of arbitration consisting of three (3) members (hereinafter sometimes called the 'Board of Arbitration') selected as hereinafter provided. Each of the Indemnified Party and the Indemnifying Party shall select one (1) member and the third member shall be selected by mutual agreement of the other members, or if the other members fail to reach agreement on a third member within twenty (20) days after their selection, such third member shall thereafter be selected by the American Arbitration Association upon application made to it for such purpose by the Indemnified Party. The Board of Arbitration shall meet in New York or such other place as a majority of the members of the Board of Arbitration determines more appropriate, and shall reach and render a decision in writing (concurred in by a majority of the members of the Board of Arbitration) with respect to the amount, if any, which the Indemnifying Party is required to pay to the Indemnified Party in respect of a claim filed by the Indemnified Party. In connection with rendering its decisions, the Board of Arbitration shall adopt and follow such rules and procedures as a majority of the members of the Board of Arbitration deems necessary or appropriate. To the extent practical, decisions of the Board of Arbitration shall be rendered no more than thirty (30) days, calendar days following commencement of proceedings with respect thereto. The Board of Arbitration shall cause its written decision to be delivered to the Indemnified Party may commence an Action and the Indemnifying Party. Any decision made by the Board of Arbitration (either prior to or after the expiration of such thirty (30) calendar day period) shall be final, binding and conclusive on the Indemnified Party and the Indemnifying Party and entitled to be enforced to the fullest extent permitted by law and entered in connection therewithany court of competent jurisdiction. Each party to any arbitration shall bear its own expense in relation thereto, including but not limited to such party's attorneys' fees, if any, and the expenses and fees of the member of the Board of Arbitration appointed by such party, provided, however, that the expenses and fees of the third member of the Board of Arbitration and any other expenses of the Board of Arbitration not capable of being attributed to any one member shall be borne in equal parts by the Indemnifying Party and the Indemnified Party.

Method of Asserting Claims. All claims for indemnification by any Indemnified Party under Section 9, other than any Tax Claim (which this Article 12 shall be asserted and resolved as set forth in Section 9.4) and any Environmental Claim (which shall be asserted and resolved as set forth in Section 9.5), will be asserted and resolved as follows: 9.3.1 Subject to the provisions of each of Section 9.1 and Section 9.2, a party claiming indemnification (the “Indemnified Party”a) in respect of, arising out of or involving a claim or demand made by a third party against the If an Indemnified Party (a “Third intends to seek indemnification under this Article 12, it shall promptly notify the Indemnifying Party Claim”) shall deliver notice (a “Claim Notice”) to the other party (the “Indemnifying Party”) within fifteen (15) Business Days after receipt by the Indemnified Party in writing of written notice of the Third Party Claim; provided, however, that such claim. The failure to timely give provide such Claim Notice shall notice promptly will not affect the indemnification provided any rights hereunder except to the extent the Indemnifying Party shall have is prejudiced thereby. (ib) been prejudiced as If such claim involves a result claim by a third party against the Indemnified Party, and provided the claim by the Indemnified Party is not of such failure or (ii) forfeited rights and defenses otherwise available to a type for which the Indemnifying Party as a result of such failure. 9.3.2 In the case of a Third Party ClaimParty’s liability may be limited by Section 12.04, the Indemnifying Party shall be entitled may, within 20 days after receipt of such notice and upon notice to assume and control the defense and settlement thereof with counsel selected by the Indemnifying Party. Should the Indemnifying Party so assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, provided that the Indemnifying Party shall be permitted to control such defense and any settlement. If the Indemnifying Party does not assume the defense of a Third Party Claim within thirty (30) days following a Claim Notice, the Indemnified Party, by notice assume, with counsel reasonably satisfactory to the Indemnifying Party, may employ its own counsel and control the defense of the Third Party Claim and the Indemnifying Party shall be liable for the reasonable fees and disbursements of one counsel employed by the Indemnified Party in each applicable jurisdiction, provided that in any such case the Indemnified Party shall diligently and in good faith contest such Third Party Claim. Whether the Indemnifying Party or the Indemnified Party controls the defense of any Third Party Claim, the parties shall cooperate in the defense thereof. Such cooperation shall include the retention and provision to the counsel of the controlling party of records and information that are reasonably relevant to such Third Party Claim, and making employees available on a commercially reasonable, mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party shall have the right to settle, compromise or discharge a Third Party Claim without the Indemnified Party’s consent if such settlement, compromise or discharge (i) constitutes a complete and unconditional discharge and release of the Indemnified Party, (ii) does not include any statement as to or an admission at the sole cost and expense of fault, culpability or a failure to act by, or on behalf of, any such Indemnified Party and (iii) provides for no relief other than the payment of monetary damages and such monetary damages are paid by the Indemnifying Party (subject to, if Seller is the Indemnifying Party, the Deductible Amount, settlement or defense thereof (in which case any Loss associated therewith shall be the Minimum Amount and the Maximum Amount, as provided above). No Third Party Claim may be settled by the Indemnified Party without the written consent sole responsibility of the Indemnifying Party), provided that the Indemnified Party may participate in such settlement or defense through counsel chosen by it. If the Indemnified Party desires to settle a Third Party Claim, it shall provide determines in good faith that representation by the Indemnifying Party with a written document signed by the Person making the Third Party Claim and the Indemnified Party setting forth the terms Party’s counsel of the proposed settlement (the “Settlement Offer”). The Indemnifying Party shall not unreasonably withhold its consent to such proposed settlement unless it agrees that it shall indemnify the Indemnified Party with respect to such Third Party Claim in accordance with this Section 9, subject to the Maximum Amount, the Minimum Amount and the Deductible Amount, provided that the amount of the final settlement or judgment with respect to such Third Party Claim that is in excess of the amount of the Settlement Offer shall not be subject to the Maximum Amount nor shall it be applied against the Maximum Amount. 9.3.3 If an Indemnified Party has a claim against any Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party shall deliver notice (an “Indemnity Notice”) within thirty (30) days after the Indemnified Party has Knowledge of any claim that the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement describing in reasonable detail the facts giving rise to any claim for indemnification and shall include in such Indemnity Notice the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement upon which such claim is based, provided, however, that failure to timely give such Indemnity Notice shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have (i) been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failure. If the Indemnifying Party disputes its liability with respect to such claim, both the Indemnifying Party and the Indemnified Party will proceed may present such counsel with a conflict of interest, then the Indemnifying Party shall pay the reasonable fees and expenses of the Indemnified Party’s counsel. Notwithstanding the foregoing, (i) the Indemnified Party may, at the sole cost and expense of the Indemnified Party, at any time prior to the Indemnifying Party’s delivery of the notice referred to in the first sentence of this Section 12.05(b), file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests, (ii) the Indemnified Party may take over the control of the defense or settlement of a third party claim at any time if it irrevocably waives its right to indemnity under this Article 12 with respect to such claim and (iii) the Indemnifying Party may not, without the consent of the Indemnified Party, settle or compromise any action or consent to the entry of any judgment, such consent not to be unreasonably withheld. So long as the Indemnifying Party is contesting any such claim in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within thirty (30) daysfaith, the Indemnified Party shall not pay or settle any such claim without the Indemnifying Party’s consent, such consent not to be unreasonably withheld. In circumstances where the Indemnifying Party elects to assume the settlement or defense of a third party claim against an Indemnified Party, the Indemnified Party must allow the Indemnifying Party reasonable access to it business premises and records in support of that defense or settlement. If the Indemnifying Party is not entitled to assume the defense of the claim pursuant to the foregoing provisions or is entitled but does not contest such claim in good faith (including if it does not notify the Indemnified Party of its assumption of the defense of such claim within the 20 day period set forth above), then the Indemnified Party may commence an Action conduct and control, through counsel of its own choosing and at the reasonable expense of the Indemnifying Party, the settlement or defense thereof, and the Indemnifying Party shall cooperate to a reasonable extent with it in connection therewith. The failure of the Indemnified Party to participate in, conduct or control such reasonable defense shall not relieve the Indemnifying Party of any obligation it may have hereunder. Any defense costs required to be paid by the Indemnifying Party shall be paid as incurred, promptly against delivery of invoices therefor.

Method of Asserting Claims. All claims for indemnification by any Indemnified Party under Section 9, other than any Tax Claim (which shall be asserted and resolved as set forth in Section 9.4) and any Environmental Claim (which shall be asserted and resolved as set forth in Section 9.5), 10.1 will be asserted and resolved as follows: 9.3.1 Subject a. In order for an Indemnified Party to the provisions of each of be entitled to any indemnification provided for under Section 9.1 and Section 9.2, a party claiming indemnification (the “Indemnified Party”) 10.1 in respect of, arising out of or involving a claim or demand made by any Person not a third party to this Agreement against the Indemnified Party (a “"Third Party Claim”) "), the Indemnified Party shall deliver notice (a “Claim Notice”) Notice to the other party (the “Indemnifying Party”) within fifteen (15) Business Days Party promptly after receipt by the such Indemnified Party of written notice of the Third Party Claim; provided, however, that failure to timely give such Claim Notice shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have (i) been actually prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failure. 9.3.2 In the case of b. If a Third Party ClaimClaim is made against an Indemnified Party, the Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooses, to assume and control the defense and settlement thereof with counsel selected by the Indemnifying Party, which counsel must be reasonably satisfactory to the Indemnified Party. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof, but shall continue to pay for any other Loss suffered. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, provided that . If (i) the Indemnifying Party shall be permitted to control such defense and any settlement. If the Indemnifying Party does not assume the defense of a Third Party Claim claim with counsel reasonably satisfactory to the Indemnified Party within thirty (30) days following a reasonable time after any Claim Notice, or (ii) legal counsel for the Indemnified Party notifies the Indemnifying Party in writing that there are or may be, and there is in fact a reasonable legal basis for believing that are, material legal defenses available to the Indemnifying Party or to other Indemnified Parties which are materially different from or additional to those available to the Indemnified Party, which, if the Indemnified Party and the Indemnifying Party were to be represented by the same counsel, would constitute a conflict of interest for such counsel which prejudices prosecution of the defenses available to such Indemnified Party, or (iii) if the Indemnifying Party shall assume the defense of a Third Party Claim and fails to diligently prosecute such defense, then in each such case the Indemnified Party, by notice to the Indemnifying Party, may employ its own counsel and control the defense of the Third Party Claim and Claim, but in such event it shall be the obligation of the Indemnified Party to do so in a reasonably prudent manner, and, if it shall do so, the Indemnifying Party shall be liable for the reasonable fees fees, charges and disbursements of one counsel employed by the Indemnified Party in each applicable jurisdictionParty, provided that in any such case and the Indemnified Party shall diligently be promptly reimbursed for any such fees, charges and in good faith contest such Third Party Claim. Whether the Indemnifying Party or the Indemnified Party controls the defense of any Third Party Claimdisbursements, the parties shall cooperate in the defense thereof. Such cooperation shall include the retention as and provision to the counsel of the controlling party of records and information that are reasonably relevant to such Third Party Claim, and making employees available on a commercially reasonable, mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party shall have the right to settle, compromise or discharge a Third Party Claim without the Indemnified Party’s consent if such settlement, compromise or discharge when incurred. (i) constitutes a complete and unconditional discharge and release of the Indemnified Party, and (ii) does not include any statement as to or an admission of fault, culpability or a failure to act by, or on behalf of, any such Indemnified Party and (iii) provides for no relief other than the payment of monetary damages damage and such monetary damages are paid or otherwise satisfied in full by the Indemnifying Party (subject to, if Seller is the Indemnifying Party, the Deductible Amount, the Minimum Amount and the Maximum Amount, as provided above). No Third Party Claim may be settled by or the Indemnified Party without has no liability therefor. c. In the written consent of the Indemnifying Party. If the event any Indemnified Party desires to settle a Third Party Claim, it shall provide the Indemnifying Party with a written document signed by the Person making the Third Party Claim and the Indemnified Party setting forth the terms of the proposed settlement (the “Settlement Offer”). The Indemnifying Party shall not unreasonably withhold its consent to such proposed settlement unless it agrees that it shall indemnify the Indemnified Party with respect to such Third Party Claim in accordance with this Section 9, subject to the Maximum Amount, the Minimum Amount and the Deductible Amount, provided that the amount of the final settlement or judgment with respect to such Third Party Claim that is in excess of the amount of the Settlement Offer shall not be subject to the Maximum Amount nor shall it be applied against the Maximum Amount. 9.3.3 If an Indemnified Party has should have a claim under Section 10.1 against any Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party shall promptly deliver notice (an “Indemnity Notice”) within thirty (30) days after Notice to the Indemnifying Party. The failure by any Indemnified Party has Knowledge of any claim that to give the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement describing in reasonable detail the facts giving rise to any claim for indemnification and shall include in such Indemnity Notice the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement upon which such claim is based, provided, however, that failure to timely give such Indemnity Notice shall not affect the indemnification provided impair such party's rights hereunder except to the extent the that an Indemnifying Party shall have (i) demonstrates that it has been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failurethereby. If the Indemnifying Party disputes has disputed its liability with respect to such claim, the Indemnifying Party and the Indemnified Party will proceed in good faith to negotiate a resolution of such dispute, and and, if not resolved through negotiations within thirty (30) daysdays (or such shorter period as may end on the last day of any applicable statute of limitations that falls within such 30 day period), any party shall have the Indemnified Party may commence an Action in connection therewithright to take any legal or equitable action permitted by this Agreement that it deems necessary or appropriate.

Method of Asserting Claims. All claims Claims for indemnification by an Indemnified Party under Section 9, other than any Tax Claim (which shall be asserted and resolved as set forth in Section 9.4) and any Environmental Claim (which shall be asserted and resolved as set forth in Section 9.5), 7.1 will be asserted and resolved as follows: 9.3.1 Subject to (a) THIRD-PARTY CLAIMS. In the provisions event that any claim or demand in respect of each of which an Indemnified Party might seek indemnification under Section 9.1 and Section 9.2, a party claiming indemnification (the “Indemnified Party”) 7.1 in respect of, arising out of or involving a claim or demand made by any Person not a third party to this Agreement against the an Indemnified Party (a “Third "THIRD-PARTY CLAIM"), the Indemnified Party Claim”) shall deliver notice (a “Claim Notice”) Notice to the other party (either the “Purchaser or the Seller, as appropriate, as the "Indemnifying Party”" within sixty (60) within fifteen (15) Business Days days after receipt by the such Indemnified Party of written notice of the Third Party Claim; provided, however, that failure to timely give such Claim Notice shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have (i) been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failure. 9.3.2 In the case of a Third Party Claim, the Indemnifying Party shall be entitled to assume and control the defense and settlement thereof with counsel selected by the Indemnifying Party. Should the Indemnifying Party so assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, provided that the Indemnifying Party shall be permitted to control such defense and any settlement. If the Indemnifying Party does not assume the defense of a Third Party Claim within thirty (30) days following a Claim Notice, the Indemnified Party, by notice to the Indemnifying Party, may employ its own counsel and control the defense of the Third Party Claim and the Indemnifying Party shall be liable for the reasonable fees and disbursements of one counsel employed by the Indemnified Party in each applicable jurisdiction, provided that in any such case the Indemnified Party shall diligently and in good faith contest such Third Party Claim. Whether the Indemnifying Party or the Indemnified Party controls the defense of any Third Party Claim, the parties shall cooperate in the defense thereof. Such cooperation shall include the retention and provision to the counsel of the controlling party of records and information that are reasonably relevant to such Third Party Claim, and making employees available on a commercially reasonable, mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party shall have the right to settle, compromise or discharge a Third Party Claim without the Indemnified Party’s consent if such settlement, compromise or discharge (i) constitutes a complete and unconditional discharge and release of the Indemnified Party, (ii) does not include any statement as to or an admission of fault, culpability or a failure to act by, or on behalf of, any such Indemnified Party and (iii) provides for no relief other than the payment of monetary damages and such monetary damages are paid by the Indemnifying Party (subject to, if Seller is the Indemnifying Party, the Deductible Amount, the Minimum Amount and the Maximum Amount, as provided above). No Third Party Claim may be settled by the Indemnified Party without the written consent of the Indemnifying Party. If the Indemnified Party desires fails to settle a Third Party Claimprovide the Claim Notice within such time period, it shall provide the Indemnifying Party with a written document signed by the Person making the Third Party Claim and the Indemnified Party setting forth the terms of the proposed settlement (the “Settlement Offer”). The Indemnifying Party shall will not unreasonably withhold its consent be obligated to such proposed settlement unless it agrees that it shall indemnify the Indemnified Party with respect to such Third Third-Party Claim in accordance with this Section 9, subject to the Maximum Amount, the Minimum Amount and the Deductible Amount, provided extent that the amount Indemnifying Party's ability to defend is actually prejudiced by such failure of the final settlement or judgment with respect to such Third Party Claim that is in excess of the amount of the Settlement Offer shall not be subject to the Maximum Amount nor shall it be applied against the Maximum Amount. 9.3.3 If an Indemnified Party has a claim against any Party. The Indemnifying Party that does not involve a Third Party Claim, will notify the Indemnified Party shall deliver notice (an “Indemnity Notice”) as soon as practicable within thirty (30) days after the Dispute Period whether the Indemnifying Party accepts or disputes its liability to the Indemnified Party has Knowledge of any claim that under Section 7.1 and whether the Indemnifying Party desires, at its sole cost and expense, to defend the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement describing in reasonable detail the facts giving rise to any claim for indemnification and shall include in against such Indemnity Notice the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement upon which such claim is based, provided, however, that failure to timely give such Indemnity Notice shall not affect the indemnification provided hereunder except to the extent the Indemnifying Third-Party shall have (i) been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failure. If the Indemnifying Party disputes its liability with respect to such claim, the Indemnifying Party and the Indemnified Party will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within thirty (30) days, the Indemnified Party may commence an Action in connection therewithClaim.

Method of Asserting Claims. All claims for indemnification by any Indemnified Party under Section 9, other than any Tax Claim (which shall be asserted and resolved as set forth in Section 9.4) and any Environmental Claim (which shall be asserted and resolved as set forth in Section 9.5), will 7.01 must be asserted and resolved as follows: 9.3.1 Subject to (a) In the provisions of each of Section 9.1 and Section 9.2, a party claiming indemnification (the “Indemnified Party”) in respect of, arising out of or involving a event any claim or demand made in respect of which an Indemnified Party might seek indemnity under Section 7.01 is asserted against or sought to be collected from such Indemnified Party by a third party against Person other than the Indemnified Party Warrantors or any of their respective Affiliates (a “Third Party Claim”) shall deliver notice (a “Claim Notice”) to the other party (the “Indemnifying Party”) within fifteen (15) Business Days after receipt by the Indemnified Party of written notice of the Third Party Claim; provided, however, that failure to timely give such Claim Notice shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have (i) been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failure. 9.3.2 In the case of a Third Party Claim, the Indemnifying Party shall be entitled to assume and control the defense and settlement thereof with counsel selected by the Indemnifying Party. Should the Indemnifying Party so assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes such defense"THIRD PARTY CLAIM"), the Indemnified Party shall have deliver a Claim Notice with reasonable promptness to the right Indemnifying Party. The Indemnifying Party shall notify the Indemnified Party as soon as practicable within the Dispute Period whether the Indemnifying Party disputes its liability to employ counselthe Indemnified Party under Section 7.01 and whether the Indemnifying Party desires, at its own sole cost and expense, separate from to defend the counsel employed by Indemnified Party against such Third Party Claim. (i) If the Indemnifying Party, provided Party notifies the Indemnified Party within the Dispute Period that the Indemnifying Party shall be permitted desires to control such defense and any settlement. If the Indemnifying Party does not assume the defense of a Third Party Claim within thirty (30) days following a Claim Notice, defend the Indemnified Party, by notice Party with respect to the Indemnifying Party, may employ its own counsel and control the defense of the Third Party Claim and pursuant to this Section 7.02(a), then the Indemnifying Party shall be liable for the reasonable fees and disbursements of one counsel employed by the Indemnified Party in each applicable jurisdiction, provided that in any such case the Indemnified Party shall diligently and in good faith contest such Third Party Claim. Whether the Indemnifying Party or the Indemnified Party controls the defense of any Third Party Claim, the parties shall cooperate in the defense thereof. Such cooperation shall include the retention and provision to the counsel of the controlling party of records and information that are reasonably relevant to such Third Party Claim, and making employees available on a commercially reasonable, mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party shall have the right to settledefend, compromise or discharge a at the sole cost and expense of the Indemnifying Party, such Third Party Claim without by all appropriate proceedings, which proceedings shall be vigorously and diligently prosecuted by the Indemnified Party’s Indemnifying Party to a final conclusion or shall be settled at the discretion of the Indemnifying Party (but only with the consent if such settlement, compromise or discharge (i) constitutes a complete and unconditional discharge and release of the Indemnified Party, (ii) does which consent shall not include be unreasonably withheld or delayed in the case of any statement as to or an admission of fault, culpability or a failure to act by, or on behalf of, any such Indemnified Party and (iii) settlement that provides for no any relief other than the payment of monetary damages and such monetary damages are paid by the Indemnifying Party (subject to, if Seller is the Indemnifying Party, the Deductible Amount, the Minimum Amount and the Maximum Amount, as provided above). No Third Party Claim may be settled by to which the Indemnified Party without the written consent of the Indemnifying Party. If the Indemnified Party desires to settle a Third Party Claim, it shall provide the Indemnifying Party with a written document signed by the Person making the Third Party Claim and the Indemnified Party setting forth the terms of the proposed settlement (the “Settlement Offer”be indemnified in full). The Indemnifying Party shall not unreasonably withhold its consent to such proposed settlement unless it agrees that it shall indemnify the Indemnified Party with respect to such Third Party Claim in accordance with this Section 9, subject to the Maximum Amount, the Minimum Amount and the Deductible Amount, provided that the amount of the final settlement or judgment with respect to such Third Party Claim that is in excess of the amount of the Settlement Offer shall not be subject to the Maximum Amount nor shall it be applied against the Maximum Amount. 9.3.3 If an Indemnified Party has a claim against any Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party shall deliver notice (an “Indemnity Notice”) within thirty (30) days after the Indemnified Party has Knowledge of any claim that the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement describing in reasonable detail the facts giving rise to any claim for indemnification and shall include in such Indemnity Notice the amount or the method of computation of the amount have full control of such claimdefense and proceedings, and a reference to including (except as provided in the provision of this Agreement upon which such claim is basedimmediately preceding sentence) any settlement thereof, provided, however, that failure to timely give such Indemnity Notice shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have (i) been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failure. If the Indemnifying Party disputes its liability with respect to such claim, the Indemnifying Party and the Indemnified Party will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within thirty (30) days, the Indemnified Party may commence an Action in connection therewith.that:

Method of Asserting Claims. All claims for indemnification by any Indemnified Party under this Section 9, other than any Tax Claim (which shall be asserted and resolved as set forth in Section 9.4) and any Environmental Claim (which shall be asserted and resolved as set forth in Section 9.5), 11.2 will be asserted and resolved as follows: 9.3.1 Subject to (a) In the provisions of each of Section 9.1 and Section 9.2, a party claiming indemnification (the “Indemnified Party”) in respect of, arising out of or involving a event any claim or demand made in respect of which an Indemnified Party might seek indemnity under Section 11.1 is asserted against or sought to be collected from such Indemnified Party by a third party against Person other than the Sellers, the Purchasers or any Affiliate of the Sellers or the Purchasers (a "Third Party Claim"), the Indemnified Party shall deliver a Claim Notice with reasonable promptness to the Indemnifying Party. (a “i) If the Indemnifying Party notifies the Indemnified Party within the Dispute Period that the Indemnifying Party desires to defend the Indemnified Party with respect to the Third Party Claim”) shall deliver notice (a “Claim Notice”) pursuant to this Section 11.2(a), and such Indemnifying Party confirms its liability with respect thereto, then the Indemnifying Party will have the right to defend, at the sole cost and expense of the Indemnifying Party, such Third Party Claim by all appropriate proceedings, which proceedings will be vigorously and diligently prosecuted by the Indemnifying Party, with counsel reasonably acceptable to the other party Indemnified Party, to a final conclusion or will be settled at the discretion of the Indemnifying Party (subject to the “limitations set forth below). From and after the Indemnifying Party”) within fifteen (15) Business Days after receipt 's delivery of the notice referred to in the first sentence of this Section 11.2(a)(i), the Indemnifying Party will have full control of such defense and proceedings, including any settlement thereof; provided, that the Indemnifying Party may not settle or compromise any Third Party Claim in any manner that results in any continuing liability or obligation for the Indemnified Party or any admission of liability or wrongdoing by the Indemnified Party, without, in any such case, the prior written consent of the Indemnified Party, which will not be unreasonably withheld. If requested by the Indemnifying Party, the Indemnified Party will, at the sole cost and expense of written notice of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, or, if appropriate and related to the Third Party Claim in question, in making any counterclaim against the Person asserting the Third Party Claim; provided, howeveror any cross-complaint against any Person (other than the Indemnified Party or any of its Affiliates). Notwithstanding the foregoing, that failure to timely give such Claim Notice shall not affect the indemnification provided hereunder except to Indemnified Party may take over the extent control of the Indemnifying Party shall have (i) been prejudiced as a result of such failure defense or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failure. 9.3.2 In the case settlement of a Third Party Claim at any time if it irrevocably waives its right to indemnity under Section 11.1 with respect to such Third Party Claim, the Indemnifying Party shall be entitled to assume and control the defense and settlement thereof with counsel selected by the Indemnifying Party. Should the Indemnifying Party so assume the defense have interests that diverge materially from those of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes such defenseParty, the Indemnified Party shall have the right to employ counsel, at its own expense, request separate counsel from the counsel employed by the Indemnifying Party, provided that the Indemnifying Party shall be permitted to control such defense and any settlement. If the Indemnifying Party does not assume the defense of a Third Party Claim within thirty (30) days following a Claim Notice, the Indemnified Party, by notice to the Indemnifying Party, may employ its own counsel and control the defense of the Third Party Claim and the Indemnifying Party shall be liable for the reasonable fees and disbursements of one counsel employed by the Indemnified Party in each applicable jurisdiction, provided that in any such case the Indemnified Party shall diligently and in good faith contest such Third Party Claim. Whether the Indemnifying Party or the Indemnified Party controls the defense of any Third Party Claim, the parties shall cooperate in the defense thereof. Such cooperation shall include the retention and provision to the counsel of the controlling party of records and information that are reasonably relevant to such Third Party Claim, and making employees available on a commercially reasonable, mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party shall have the right to settle, compromise or discharge a Third Party Claim without the Indemnified Party’s consent if such settlement, compromise or discharge (i) constitutes a complete and unconditional discharge and release of the Indemnified Party, (ii) does not include any statement as to or an admission of fault, culpability or a failure to act by, or on behalf of, any such Indemnified Party and (iii) provides for no relief other than the payment of monetary damages and such monetary damages are paid by the Indemnifying Party (subject to, if Seller is representing the Indemnifying Party, the Deductible Amount, expenses of such separate representation to be paid by the Minimum Amount and Indemnifying Party. (ii) If the Maximum Amount, as provided above). No Indemnifying Party fails to notify the Indemnified Party within the Dispute Period that the Indemnifying Party desires to defend the Third Party Claim may pursuant to Section 11.2(a), or if the Indemnifying Party gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, then the Indemnified Party will have the right to defend, at the sole cost and expense of the Indemnifying Party, the Third Party Claim by all appropriate proceedings, which proceedings will be settled vigorously and diligently prosecuted by the Indemnified Party without to a final conclusion or will be settled at the written discretion of the Indemnified Party (with the consent of the Indemnifying Party, which consent will not be unreasonably withheld). If The Indemnified Party will have full control of such defense and proceedings, including (except as provided in the immediately preceding sentence) any settlement thereof; provided, that if requested by the Indemnified Party, the Indemnifying Party will, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnified Party desires and its counsel in contesting any Third Party Claim which the Indemnified Party is contesting, or, if appropriate and related to settle a the Third Party Claim in question, in making any counterclaim against the Person asserting the Third Party Claim, it shall provide or any cross-complaint against any Person (other than the Indemnified Party or any of its Affiliates). (iii) If the Indemnifying Party notifies the Indemnified Party that it does not dispute its liability to the Indemnified Party with a written document signed by the Person making respect to the Third Party Claim and under Section 11.1 or fails to notify the Indemnified Party setting forth within the terms of Dispute Period whether the proposed settlement (the “Settlement Offer”). The Indemnifying Party shall not unreasonably withhold disputes its consent liability to such proposed settlement unless it agrees that it shall indemnify the Indemnified Party with respect to such Third Party Claim in accordance with this Section 9, subject to the Maximum AmountClaim, the Minimum Amount and the Deductible Amount, provided that the amount of the final settlement or judgment with respect to Loss arising from such Third Party Claim that is in excess of the amount of the Settlement Offer shall not will be conclusively deemed a liability subject to the Maximum Amount nor shall it be applied against limits of the Maximum Amount. 9.3.3 If an Indemnified Party has a claim against any Indemnifying Party that does not involve a Third Party Claimunder Section 11.1, and the Indemnified Indemnifying Party shall deliver notice (an “Indemnity Notice”) within thirty (30) days after the Indemnified Party has Knowledge of any claim that the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement describing in reasonable detail the facts giving rise to any claim for indemnification and shall include in such Indemnity Notice the amount or the method of computation of pay the amount of such claim, and a reference Loss to the provision of this Agreement upon which such claim is based, provided, however, that failure to timely give such Indemnity Notice shall not affect Indemnified Party on demand following the indemnification provided hereunder except to the extent the Indemnifying Party shall have (i) been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failurefinal determination thereof. If the Indemnifying Party disputes has timely disputed its liability with respect to such claim, the Indemnifying Party and the Indemnified Party will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within thirty (30) daysthe Resolution Period, the Indemnified Party shall be entitled to seek such remedies against the Indemnifying Party as may commence then be available to it under this Agreement and applicable Laws. (b) In the event any Indemnified Party should have a claim under Section 11.1 against any Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party shall deliver an Action "Indemnity Notice" with reasonable promptness to the Indemnifying Party. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the claim or the amount of Loss therefrom described in connection therewithsuch Indemnity Notice or fails to notify the Indemnified Party within the Dispute Period that it disputes the claim described in the Indemnity Notice, the Loss in the amount specified in the Indemnity Notice will be conclusively deemed a liability of the Indemnifying Party under Section 11.1, subject to the limits set forth in Sections 11.1(c) and 11.1(d) hereof, and the Indemnifying Party shall pay the amount of such Loss to the Indemnified Party on demand. If the Indemnifying Party has disputed its liability with or the amount of the Loss therefrom respect to such claim, such dispute shall be resolved in accordance with the provisions of Article 12 hereof.

Method of Asserting Claims. All claims for indemnification by any Indemnified Party under Section 9, other than any Tax Claim (which shall be asserted and resolved as set forth in Section 9.4) and any Environmental Claim (which shall be asserted and resolved as set forth in Section 9.5), 7.1 will be asserted and resolved as follows: 9.3.1 Subject 7.2.1. In order for an Indemnified Party to the provisions of each of be entitled to any indemnification provided for under Section 9.1 and Section 9.2, a party claiming indemnification (the “Indemnified Party”) 7.1 in respect of, arising out of or involving a claim or demand made by any Person not a third party to this Agreement against the Indemnified Party (a “"Third Party Claim”) "), the Indemnified Party shall deliver notice (a “Claim Notice”) Notice to the other party (the “Indemnifying Party”) within fifteen (15) Business Days Party promptly after receipt by the such Indemnified Party of written notice of the Third Party Claim; provided, however, that failure to timely give such Claim Notice shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have (i) been actually prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failure. 9.3.2 In the case of 7.2.2. If a Third Party ClaimClaim is made against an Indemnified Party, the Indemnifying Party shall be entitled to assume and control participate in the defense and settlement thereof and, if it so chooses, to assume the defense thereof with counsel selected by the Indemnifying Party, which counsel must be reasonably satisfactory to the Indemnified Party. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof, but shall continue to pay for any expenses of investigation or any Loss suffered. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, provided that . If (i) the Indemnifying Party shall be permitted to control such defense and any settlement. If the Indemnifying Party does not assume the defense of a Third Party Claim claim with counsel satisfactory to the Indemnified Party within thirty (30) days following a five Business Days of any Claim Notice, or (ii) legal counsel for the Indemnified Party notifies the Indemnifying Party that there are or may be legal defenses available to the Indemnifying Party or to other Indemnified Parties which are different from or additional to those available to the Indemnified Party, which, if the Indemnified Party and the Indemnifying Party were to be represented by the same counsel, would constitute a conflict of interest for such counsel or prejudice prosecution of the defenses available to such Indemnified Party, or (iii) if the Indemnifying Party shall assume the defense of a Third Party Claim and fail to diligently prosecute such defense, then in each such case the Indemnified Party, by notice to the Indemnifying Party, may employ its own counsel and control the defense of the Third Party Claim and the Indemnifying Party shall be liable for the reasonable fees fees, charges and disbursements of one counsel employed by the Indemnified Party in each applicable jurisdictionParty, provided that in any such case and the Indemnified Party shall diligently be promptly reimbursed for any such fees, charges and in good faith contest such Third Party Claimdisbursements, as and when incurred. Whether the Indemnifying Party or the Indemnified Party controls control the defense of any Third Party Claim, the parties hereto shall cooperate in the defense thereof. Such cooperation shall include the retention and provision to the counsel of the controlling party Party of records and information that which are reasonably relevant to such Third Party Claim, and making employees available on a commercially reasonable, mutually convenient basis to provide additional information and explanation of or any material provided hereunder. The Indemnifying Party shall have the right to settle, compromise or discharge a Third Party Claim (other than any such Third Party Claim in which criminal conduct is alleged) without the Indemnified Party’s 's consent if such settlement, compromise or discharge discharge (i) constitutes a complete and unconditional discharge and release of the Indemnified Party, and (ii) does not include any statement as to or an admission of fault, culpability or a failure to act by, or on behalf of, any such Indemnified Party and (iii) provides for no relief other than the payment of monetary damages damage and such monetary damages are paid in full by the Indemnifying Party (subject to, if Seller is the Indemnifying Party, the Deductible Amount, the Minimum Amount and the Maximum Amount, as provided above). No Third Party Claim may be settled by the Indemnified Party without the written consent of the Indemnifying Party. If the Indemnified Party desires to settle a Third Party Claim, it shall provide the Indemnifying Party with a written document signed by the Person making the Third Party Claim and the Indemnified Party setting forth the terms of the proposed settlement (the “Settlement Offer”). The Indemnifying Party shall not unreasonably withhold its consent to such proposed settlement unless it agrees that it shall indemnify the Indemnified Party with respect to such Third Party Claim in accordance with this Section 9, subject to the Maximum Amount, the Minimum Amount and the Deductible Amount, provided that the amount of the final settlement or judgment with respect to such Third Party Claim that is in excess of the amount of the Settlement Offer shall not be subject to the Maximum Amount nor shall it be applied against the Maximum Amount. 9.3.3 If an Indemnified Party has a claim against any Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party shall deliver notice (an “Indemnity Notice”) within thirty (30) days after the Indemnified Party has Knowledge of any claim that the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement describing in reasonable detail the facts giving rise to any claim for indemnification and shall include in such Indemnity Notice the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement upon which such claim is based, provided, however, that failure to timely give such Indemnity Notice shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have (i) been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failure. If the Indemnifying Party disputes its liability with respect to such claim, the Indemnifying Party and the Indemnified Party will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within thirty (30) days, the Indemnified Party may commence an Action in connection therewith.

Method of Asserting Claims. The party making a claim under this Article V is referred to as the "Indemnified Party" and the party against whom such claims are asserted under this Article V is referred to as the "Indemnifying Party". All claims for indemnification by any Indemnified Party under Section 9, other than any Tax Claim (which this Article V shall be asserted and resolved as set forth in Section 9.4) and any Environmental Claim (which shall be asserted and resolved as set forth in Section 9.5), will be asserted and resolved as follows: 9.3.1 Subject to (a) In the provisions of each of Section 9.1 and Section 9.2, a party claiming indemnification (the “Indemnified Party”) in respect of, arising out of or involving a event that any claim or demand made for which an Indemnifying Party would be liable to an Indemnified Party hereunder is asserted against or sought to be collected from such Indemnified Party by a third party against the party, said Indemnified Party shall with reasonable promptness notify in writing the Indemnifying Party of such claim or demand, specifying the nature of the specific basis for such claim or demand, and the amount or the estimated amount thereof to the extent then feasible (a “Third Party Claim”which estimate shall not be conclusive of the final amount of such claim and demand; any such notice, together with any notice given pursuant to Section 5.2(b) shall deliver notice (a “hereof, collectively being the "Claim Notice”) to the other party (the “Indemnifying Party”) within fifteen (15) Business Days after receipt by the Indemnified Party of written notice of the Third Party Claim"); provided, however, that any failure to timely give such Claim Notice shall will not affect be deemed a waiver of any rights of the indemnification provided hereunder Indemnified Party except to the extent the Indemnifying Party shall have (i) been prejudiced as a result rights of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result are actually prejudiced. The Indemnifying Party, upon request of the Indemnified Party, shall retain counsel (who shall be reasonably acceptable to the Indemnified Party) to represent the Indemnified Party, and shall pay the fees and disbursements of such failure. 9.3.2 In counsel with regard thereto, provided, further, that any Indemnified Party is hereby authorized prior to the case date on which it receives written notice from the Indemnifying Party designating such counsel, to retain counsel, whose reasonable fees and expenses shall be at the expense of a Third the Indemnifying Party, to file any motion, answer or other pleading and take such other action which it reasonably shall deem necessary to protect its interests or those of the Indemnifying Party Claim, until the date on which the Indemnified Party receives such notice from the Indemnifying Party. After the Indemnifying Party shall be entitled to assume and control the defense and settlement thereof with counsel selected by the Indemnifying Party. Should the Indemnifying Party so assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes retain such defensecounsel, the Indemnified Party shall have the right to employ retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (ii) the named parties of any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party shall not, in connection with any proceedings or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one such firm for the Indemnified Party (except to the extent the Indemnified Party retained counsel to protect its own expense, separate from (or the Indemnifying Party's) rights prior to the selection of counsel employed by the Indemnifying Party, provided that ). The Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any claim or demand which the Indemnifying Party defends. No claim or demand may be settled by an Indemnifying Party or, where permitted pursuant to this Agreement, by an Indemnified Party without the consent of the Indemnified Party in the first case or the consent of the Indemnifying Party in the second case, which consent shall not be unreasonably withheld, unless such settlement shall be permitted accompanied by a complete release of the Indemnified Party in the first case or the Indemnifying Party in the second case. (b) In the event any Indemnified Party shall have a claim against any Indemnifying Party hereunder which does not involve a claim or demand being asserted against or sought to control be collected from it by a third party, the Indemnified Party shall send a Claim Notice with respect to such defense and any settlementclaim to the Indemnifying Party. If the Indemnifying Party does not assume dispute such claim, the defense amount of a Third such claim shall be paid to the Indemnified Party Claim within thirty twenty (3020) days following a of receipt of the Claim Notice. (c) So long as any right to indemnification exists pursuant to this Article V, the affected parties each agree to retain all books, records, accounts, instruments and documents reasonably related to the Claim Notice. In each instance, the Indemnified Party, by notice to the Indemnifying Party, may employ its own counsel and control the defense of the Third Party Claim and the Indemnifying Party shall be liable for the reasonable fees and disbursements of one counsel employed by the Indemnified Party in each applicable jurisdiction, provided that in any such case the Indemnified Party shall diligently and in good faith contest such Third Party Claim. Whether the Indemnifying Party or the Indemnified Party controls the defense of any Third Party Claim, the parties shall cooperate in the defense thereof. Such cooperation shall include the retention and provision to the counsel of the controlling party of records and information that are reasonably relevant to such Third Party Claim, and making employees available on a commercially reasonable, mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party shall have the right to settle, compromise or discharge a Third Party Claim without the Indemnified Party’s consent if such settlement, compromise or discharge (i) constitutes a complete and unconditional discharge and release of the Indemnified Party, (ii) does not include any statement as to or an admission of fault, culpability or a failure to act by, or on behalf of, any such Indemnified Party and (iii) provides for no relief other than the payment of monetary damages and such monetary damages are paid be kept informed by the Indemnifying Party (subject to, if Seller is the Indemnifying Party, the Deductible Amount, the Minimum Amount and the Maximum Amount, as provided above). No Third Party Claim may be settled by the Indemnified Party without the written consent of the Indemnifying Party. If the Indemnified Party desires to settle a Third Party Claim, it shall provide the Indemnifying Party with a written document signed by the Person making the Third Party Claim and the Indemnified Party setting forth the terms of the proposed settlement (the “Settlement Offer”). The Indemnifying Party shall not unreasonably withhold its consent to such proposed settlement unless it agrees that it shall indemnify the Indemnified Party legal counsel with respect to all significant matters relating to any legal proceedings. Any information or documents made available to any party hereunder, which information is designated as confidential by the party providing such Third Party Claim in accordance with this Section 9, subject information and which is not otherwise generally available to the Maximum Amountpublic, or which information is not otherwise lawfully obtained from third parties or not already within the Minimum Amount and the Deductible Amount, provided that the amount knowledge of the final settlement party to whom the information is provided (unless otherwise covered by the confidentiality provisions of any other agreement among the parties hereto, or judgment with respect any of them), and except as may be required by applicable law or requested by third party lenders to such Third Party Claim that is in excess of the amount of the Settlement Offer party, shall not be subject to the Maximum Amount nor shall it be applied against the Maximum Amount. 9.3.3 If an Indemnified Party has a claim against any Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party shall deliver notice (an “Indemnity Notice”) within thirty (30) days after the Indemnified Party has Knowledge of any claim that the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement describing in reasonable detail the facts giving rise disclosed to any claim third Person (except for indemnification and shall include in such Indemnity Notice the amount or the method of computation representatives of the amount of party being provided with the information, in which event the party being provided with the information shall request its representatives not to disclose any such claim, and a reference information which it otherwise required hereunder to the provision of this Agreement upon which such claim is based, provided, however, that failure to timely give such Indemnity Notice shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have (i) been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failure. If the Indemnifying Party disputes its liability with respect to such claim, the Indemnifying Party and the Indemnified Party will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within thirty (30) days, the Indemnified Party may commence an Action in connection therewithbe kept confidential).

Method of Asserting Claims. All claims for indemnification by any Indemnified Party under Section 9, other than any Tax Claim (which this Article VI shall be asserted and resolved as set forth in Section 9.4) and any Environmental Claim (which shall be asserted and resolved as set forth in Section 9.5), will be asserted and resolved as follows: 9.3.1 Subject to the provisions of each of Section 9.1 and Section 9.2, a party claiming indemnification (the “Indemnified Party”a) in respect of, arising out of or involving a claim or demand made by a third party against the If an Indemnified Party (a “Third Party Claim”) intends to seek indemnification under this Article VI, it shall deliver notice (a “Claim Notice”) to the other party (the “Indemnifying Party”) within fifteen (15) Business Days after receipt by the Indemnified Party promptly notify Fund III in writing of written notice of the Third Party Claim; provided, however, that such claim. The failure to timely give provide such Claim Notice shall notice will not affect the indemnification provided any rights hereunder except to the extent Fund III is materially prejudiced thereby. (b) If such claim involves a claim by a third-party against the Indemnified Party, Fund III shall, within ten days after receipt of such notice and upon notice to the Indemnified Party, assume, with counsel reasonably satisfactory to the Indemnified Party, at the sole cost and expense of Fund III, the settlement or defense thereof (in which case any Loss associated therewith shall be the sole responsibility of Fund III), provided that the Indemnified Party may participate in such settlement or defense through counsel chosen by it. If the Indemnified Party determines in good faith that representation by Fund III’s counsel of (i) the Indemnifying Party and (ii) the Indemnified Party may present such counsel with a conflict of interest, then Fund III shall have pay the reasonable fees and expenses of the Indemnified Party’s counsel. Notwithstanding the foregoing, (i) been prejudiced as a result the Indemnified Party may, at the sole cost and expense of such failure Fund III, at any time prior to the delivery of the notice referred to in the first sentence of this Section 6.02(b) by Fund III, file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests, (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failure. 9.3.2 In the case of a Third Party Claim, the Indemnifying Party shall be entitled to assume and control the defense and settlement thereof with counsel selected by the Indemnifying Party. Should the Indemnifying Party so assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for legal expenses subsequently incurred by may take over the control of the defense or settlement of a third-party claim at any time if it irrevocably waives its right to indemnity under this Article VI with respect to such claim and (iii) Fund III may not, without the consent of the Indemnified Party Party, settle or compromise any action or consent to the entry of any judgment. So long as Fund III is contesting any such claim in connection with the defense thereof. If the Indemnifying Party assumes such defensegood faith, the Indemnified Party shall have not pay or settle any such claim without Fund III’s consent, such consent not to be unreasonably withheld. Notwithstanding the right foregoing, if the compromise or settlement of a third-party claim could reasonably be expected to employ counseladversely affect the status of the Parent as a real estate investment trust within the meaning of Section 856 of the Code, at its own expense, separate from then the counsel employed by Parent shall make such decision to compromise or settle the Indemnifying Party, provided that third-party claim without the Indemnifying Party shall be permitted need to control such defense and any settlementobtain the other party’s consent. If the Indemnifying Party does Fund III is not entitled to assume the defense of a Third Party Claim within thirty the claim pursuant to the foregoing provisions or is entitled but does not contest such claim in good faith (30) days following a Claim Notice, including if Fund III does not notify the Indemnified Party, by notice to the Indemnifying Party, may employ Party of its own counsel and control assumption of the defense of such claim within the Third Party Claim and the Indemnifying Party shall be liable for the reasonable fees and disbursements of one counsel employed by the Indemnified Party in each applicable jurisdiction, provided that in any such case the Indemnified Party shall diligently and in good faith contest such Third Party Claim. Whether the Indemnifying Party or the Indemnified Party controls the defense of any Third Party Claim, the parties shall cooperate in the defense thereof. Such cooperation shall include the retention and provision to the counsel of the controlling party of records and information that are reasonably relevant to such Third Party Claim, and making employees available on a commercially reasonable, mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party shall have the right to settle, compromise or discharge a Third Party Claim without the Indemnified Party’s consent if such settlement, compromise or discharge (i) constitutes a complete and unconditional discharge and release of the Indemnified Party, (ii) does not include any statement as to or an admission of fault, culpability or a failure to act by, or on behalf of, any such Indemnified Party and (iii) provides for no relief other than the payment of monetary damages and such monetary damages are paid by the Indemnifying Party (subject to, if Seller is the Indemnifying Party, the Deductible Amount, the Minimum Amount and the Maximum Amount, as provided ten-day period set forth above). No Third Party Claim may be settled by the Indemnified Party without the written consent of the Indemnifying Party. If the Indemnified Party desires to settle a Third Party Claim, it shall provide the Indemnifying Party with a written document signed by the Person making the Third Party Claim and the Indemnified Party setting forth the terms of the proposed settlement (the “Settlement Offer”). The Indemnifying Party shall not unreasonably withhold its consent to such proposed settlement unless it agrees that it shall indemnify the Indemnified Party with respect to such Third Party Claim in accordance with this Section 9, subject to the Maximum Amount, the Minimum Amount and the Deductible Amount, provided that the amount of the final settlement or judgment with respect to such Third Party Claim that is in excess of the amount of the Settlement Offer shall not be subject to the Maximum Amount nor shall it be applied against the Maximum Amount. 9.3.3 If an Indemnified Party has a claim against any Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party shall deliver notice (an “Indemnity Notice”) within thirty (30) days after the Indemnified Party has Knowledge of any claim that the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement describing in reasonable detail the facts giving rise to any claim for indemnification and shall include in such Indemnity Notice the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement upon which such claim is based, provided, however, that failure to timely give such Indemnity Notice shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have (i) been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failure. If the Indemnifying Party disputes its liability with respect to such claim, the Indemnifying Party and the Indemnified Party will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within thirty (30) days, then the Indemnified Party may commence an Action conduct and control, through counsel of its own choosing and at the expense of Fund III, the settlement or defense thereof, and Fund III shall cooperate with it in connection therewith. The failure of the Indemnified Party to participate in, conduct or control such defense shall not relieve Fund III of any obligation it may have hereunder. Any defense costs required to be paid by Fund III shall be paid as incurred, promptly against delivery of invoices therefor.

Method of Asserting Claims. (a) All claims for indemnification under Section 9, other than or with respect to this Agreement or any Tax Claim Ancillary Agreements (which “Indemnity Claims”) made by a Party or its Representatives hereunder (the “Indemnified Party”) shall be asserted and resolved as set forth in this Section 9.4) and 7.3. In the event that any Environmental Claim (which shall be asserted and resolved as set forth in Section 9.5), will be asserted and resolved as follows: 9.3.1 Subject to the provisions of each of Section 9.1 and Section 9.2, a party claiming indemnification (the “Indemnified Party”) in respect of, arising out of or involving a written claim or demand made by for which a third party against the Indemnified Party (a “Third Party Claim”) shall deliver notice (a “Claim Notice”) to the other party (the “Indemnifying Party”) within would be liable to any Indemnified Party hereunder is asserted against or sought to be collected from any Indemnified Party by a Third Party, such Indemnified Party shall promptly, but in no event more than thirty (30) days following such Indemnified Party’s receipt of such claim or demand, notify the Indemnifying Party of such claim or demand and the amount or the estimated amount thereof to the extent then feasible (the “Claim Notice”). All indemnity claims by any Indemnified Party that do not involve Third Party claims shall be communicated via a Claim Notice to the other Party promptly following discovery of such claim. The failure or delay of the Indemnified Party to provide any such Claim Notice does not release the Indemnifying Party from any of its obligations under this Article 7 unless (and then solely to the extent that) the Indemnifying Party is prejudiced by such delay. (b) The Indemnifying Party shall have fifteen (15) Business Days after receipt by days from the delivery or mailing of the Claim Notice (the “Notice Period”) to notify the Indemnified Party whether or not it accepts the Indemnity Claim set forth in the Claim Notice and, in the case of written notice of the a Third Party Claimclaim, whether or not it desires to defend the Indemnified Party against such claim or demand. An election to assume the defense of such claim or demand shall not be deemed to be an admission that the Indemnifying Party is liable to the Indemnified Party in respect of such claim or demand. All costs and expenses incurred by the Indemnifying Party in defending such claim or demand shall be a liability of, and shall be paid by, the Indemnifying Party; provided, however, that failure to timely give the amount of such Claim Notice expenses shall not affect the indemnification provided hereunder except to the extent be a liability of the Indemnifying Party shall have (i) been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available hereunder, subject to the limitations set forth in this Article 7. In the event, however, that the Indemnifying Party as a result of such failure. 9.3.2 In the case of a Third Party Claim, the Indemnifying Party shall be entitled declines or fails to assume and control the defense and settlement thereof with counsel selected by the Indemnifying Party. Should the Indemnifying Party so assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes claim within such defensefifteen (15)-day period, the Indemnified Party shall have the right to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, provided that the Indemnifying Party shall be permitted to control such defense and any settlement. If the Indemnifying Party does not may assume the defense of a Third Party Claim within thirty (30) days following a Claim Notice, the Indemnified Party, by notice to the Indemnifying Party, may employ its own counsel thereof and control the defense of the Third Party Claim and the Indemnifying Party shall be liable for the reasonable fees and disbursements of one counsel employed by the Indemnified Party in each applicable jurisdiction, provided that in any such case for the Indemnified Party shall diligently and in good faith contest such Third Party Claim. Whether be deemed Losses hereunder if the Indemnifying Party is ultimately determined to be liable for the Losses that are the subject of the Indemnity Claim set forth in the Claim Notice pursuant to this Agreement, subject to the limitations set forth in this Article 7. (c) In the event that it is ultimately determined that the Indemnifying Party is not obligated to indemnify, defend or hold the Indemnified Party controls the defense of harmless from and against any Third Party Claimclaim, the parties Indemnified Party shall cooperate reimburse the Indemnifying Party for any and all costs and expenses (including without limitation, attorney’s fees and court costs) actually incurred by the Indemnifying Party in the its defense thereof. Such cooperation shall include the retention and provision to the counsel of the controlling party of records and information that are reasonably relevant to such Third Party Claimclaim. In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against such claim or demand, and making employees available on a commercially reasonable, mutually convenient basis to provide additional information and explanation of any material provided hereunder. The the Indemnifying Party shall have the right to settle, compromise or discharge a Third Party Claim without defend the Indemnified Party’s consent if such settlementParty by appropriate proceedings. If any Indemnified Party desires to participate in, compromise or discharge (i) constitutes a complete and unconditional discharge and release of the Indemnified Party, (ii) does but not include any statement as to or an admission of fault, culpability or a failure to act by, or on behalf ofcontrol, any such defense or settlement, it may do so at its sole cost and expense. (d) The Indemnified Party and (iii) provides for no relief other than the payment of monetary damages and such monetary damages are paid by the Indemnifying Party (subject to, if Seller is the Indemnifying Party, the Deductible Amount, the Minimum Amount and the Maximum Amount, as provided above). No Third Party Claim may be settled by the Indemnified Party shall not settle a claim or demand without the prior written consent of the Indemnifying Party. If the Indemnified Party desires to settle a Third Party Claim, it which shall provide the Indemnifying Party with a written document signed by the Person making the Third Party Claim and the Indemnified Party setting forth the terms of the proposed settlement (the “Settlement Offer”)not be unreasonably withheld, conditioned or delayed. The Indemnifying Party may settle any claim or demand solely for monetary damages; it being understood that the Indemnifying Party shall not unreasonably withhold its not, without the prior written consent to such proposed settlement unless it agrees that it shall indemnify of the Indemnified Party with respect to such Third Party Claim in accordance with this Section 9, subject to the Maximum Amount, the Minimum Amount and the Deductible Amount, provided that the amount of the final settlement or judgment with respect to such Third Party Claim that is in excess of the amount of the Settlement Offer (which shall not be subject unreasonably withheld, conditioned or delayed) settle, compromise or offer to settle or compromise any such claim or demand on a basis which would result in the Maximum Amount nor shall it be applied against imposition of a consent order, injunction or decree that would substantially restrict the Maximum Amount. 9.3.3 If an Indemnified Party has a claim against any Indemnifying Party that does not involve a Third Party Claim, future activity or conduct of the Indemnified Party shall deliver notice or any subsidiary or Affiliate thereof. (an “Indemnity Notice”e) within thirty (30) days after the Indemnified Party has Knowledge of any claim that the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement describing in reasonable detail the facts giving rise to any claim for indemnification and shall include in such Indemnity Notice the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement upon which such claim is based, provided, however, that failure to timely give such Indemnity Notice shall not affect the indemnification provided hereunder except to To the extent the Indemnifying Party shall have (i) been prejudiced as a result control or participate in the defense or settlement of such failure any Third Party claim or (ii) forfeited rights and defenses otherwise available to demand, the Indemnifying Indemnified Party as a result of such failure. If the Indemnifying Party disputes its liability with respect to such claim, will give the Indemnifying Party and its counsel access to, during normal business hours, the relevant business records and other documents, and shall permit them to consult with the employees and counsel of the Indemnified Party will proceed Party. (f) The controlling party, in good faith to negotiate a resolution either case, shall select counsel, contractors, experts and consultants of such disputerecognized standing and competence, shall take reasonable steps necessary in the investigation, defense or settlement thereof, and if not resolved through negotiations within thirty shall diligently and promptly pursue the resolution thereof. (30g) daysAny notice of a claim by reason of any of the warranties or covenants contained in this Agreement shall state specifically the warranty or covenant with respect to which the claim is made, the Indemnified facts giving rise to an alleged basis for the claim, and the amount of the liability asserted against the Indemnifying Party may commence an Action in connection therewithby reason of the claim.

Method of Asserting Claims. All claims As used herein, an "Indemnified Party" shall refer to a "Buyer Indemnified Party" or "Seller Indemnified Party," as applicable, the "Notifying Party" shall refer to the party hereto whose Indemnified Parties are entitled to indemnification hereunder, and the "Indemnifying Party" shall refer to the party hereto obligated to indemnify such Notifying Party's Indemnified Parties. (a) In the event that any of the Indemnified Parties is made a defendant in or party to any action or proceeding, judicial or administrative, instituted by any third party for indemnification under Section 9liabilities, other than costs or expenses which are Losses (any Tax Claim (which such third party action or proceeding being referred to as a "Claim"), the Notifying Party shall give the Indemnifying Party prompt notice thereof. The failure to give such notice shall not affect any Indemnified Party's ability to seek reimbursement except to the extent such failure has materially and adversely affected the Indemnifying Party's ability to defend successfully a Claim. The Indemnifying Party shall be asserted entitled to contest and resolved as set forth in Section 9.4) and any Environmental Claim (which shall be asserted and resolved as set forth in Section 9.5), will be asserted and resolved as follows: 9.3.1 Subject to the provisions of each of Section 9.1 and Section 9.2, a party claiming indemnification (the “Indemnified Party”) in respect of, arising out of or involving a claim or demand made by a third party against the Indemnified Party (a “Third Party Claim”) shall deliver notice (a “Claim Notice”) to the other party (the “Indemnifying Party”) within fifteen (15) Business Days after receipt by the Indemnified Party of written notice of the Third Party defend such Claim; provided, however, that failure the Indemnifying Party (i) has a reasonable basis for concluding that such defense may be successful and (ii) diligently contests and defends such Claim. Notice of the intention so to timely give contest and defend shall be given by the Indemnifying Party to the Notifying Party within 20 business days after the Notifying Party's notice of such Claim Notice (but, in all events, at least five business days prior to the date that an answer to such Claim is due to be filed). Such contest and defense shall be conducted by reputable attorneys employed by the Indemnifying Party. The Notifying Party shall be entitled at any time, at its own cost and expense (which expense shall not affect constitute a Loss unless the indemnification provided hereunder except Notifying Party reasonably determines that the Indemnifying Party is not adequately representing or, because of a conflict of interest, may not adequately represent, any interests of the Indemnified Parties, and only to the extent that such expenses are reasonable), to participate in such contest and defense and to be represented by attorneys of its or their own choosing. If the Notifying Party elects to participate in such defense, the Notifying Party will cooperate with the Indemnifying Party shall have in the conduct of such defense. Neither the Notifying Party nor the Indemnifying Party may concede, settle or compromise any Claim without the consent of the other party, which consents will not be unreasonably withheld. Notwithstanding the foregoing, (i) been prejudiced as if a result of such failure Claim seeks equitable relief or (ii) forfeited rights and defenses otherwise available if the subject matter of a Claim relates to the Indemnifying Party as a result ongoing business of any of the Indemnified Parties, which Claim, if decided against any of the Indemnified Parties, would materially adversely affect the ongoing business or reputation of any of the Indemnified Parties, then, in each such failure. 9.3.2 In case, the case of a Third Party Indemnified Parties alone shall be entitled to contest, defend and settle such Claim in the first instance and, if the Indemnified Parties do not contest, defend or settle such Claim, the Indemnifying Party shall be entitled to assume and control the defense and settlement thereof with counsel selected by the Indemnifying Party. Should the Indemnifying Party so assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes such defense, the Indemnified Party shall then have the right to employ counsel, at its own expense, separate from contest and defend (but not settle) such Claim. (b) In the counsel employed by the Indemnifying Party, provided that the Indemnifying Party shall be permitted to control such defense and event any settlement. If the Indemnifying Party does not assume the defense of a Third Party Claim within thirty (30) days following a Claim Notice, the Indemnified Party, by notice to the Indemnifying Party, may employ its own counsel and control the defense of the Third Party Claim and the Indemnifying Party shall be liable for the reasonable fees and disbursements of one counsel employed by the Indemnified Party in each applicable jurisdiction, provided that in any such case the Indemnified Party shall diligently and in good faith contest such Third Party Claim. Whether the Indemnifying Party or the Indemnified Party controls the defense of any Third Party Claim, the parties shall cooperate in the defense thereof. Such cooperation shall include the retention and provision to the counsel of the controlling party of records and information that are reasonably relevant to such Third Party Claim, and making employees available on a commercially reasonable, mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party shall should have the right to settle, compromise or discharge a Third Party Claim without the Indemnified Party’s consent if such settlement, compromise or discharge (i) constitutes a complete and unconditional discharge and release of the Indemnified Party, (ii) does not include any statement as to or an admission of fault, culpability or a failure to act by, or on behalf of, any such Indemnified Party and (iii) provides for no relief other than the payment of monetary damages and such monetary damages are paid by the Indemnifying Party (subject to, if Seller is the Indemnifying Party, the Deductible Amount, the Minimum Amount and the Maximum Amount, as provided above). No Third Party Claim may be settled by the Indemnified Party without the written consent of the Indemnifying Party. If the Indemnified Party desires to settle a Third Party Claim, it shall provide the Indemnifying Party with a written document signed by the Person making the Third Party Claim and the Indemnified Party setting forth the terms of the proposed settlement (the “Settlement Offer”). The Indemnifying Party shall not unreasonably withhold its consent to such proposed settlement unless it agrees that it shall indemnify the Indemnified Party with respect to such Third Party Claim in accordance with this Section 9, subject to the Maximum Amount, the Minimum Amount and the Deductible Amount, provided that the amount of the final settlement or judgment with respect to such Third Party Claim that is in excess of the amount of the Settlement Offer shall not be subject to the Maximum Amount nor shall it be applied against the Maximum Amount. 9.3.3 If an Indemnified Party has a claim against any Indemnifying Party that does not involve a Third Party Claim, the Indemnified Notifying Party shall deliver a notice (an “Indemnity Notice”) within thirty (30) days after the Indemnified Party has Knowledge of any claim that the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement describing in reasonable detail the facts giving rise to any claim for indemnification and shall include in such Indemnity Notice the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement upon which such claim is based, provided, however, that failure to timely give such Indemnity Notice shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have (i) been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available with reasonable promptness to the Indemnifying Party as a result of such failureParty. If the Indemnifying Party notifies the Notifying Party that it does not dispute the claim described in such notice or fails to notify the Notifying Party within 30 days after delivery of such notice by the Notifying Party whether the Indemnifying Party disputes the claim described in such notice, the Loss in the amount specified in the Notifying Party's notice will be conclusively deemed a liability of the Indemnifying Party and the Indemnifying Party shall pay the amount of such Loss to the Indemnified Party on demand. If the Indemnifying Party has timely disputed its liability Liability with respect to such claim, the Chief Executive Officers of each of the Indemnifying Party and the Indemnified Notifying Party will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through the negotiations of such Chief Executive Officers within thirty (30) days60 days after the delivery of the Notifying Party's notice of such claim, such dispute shall be resolved fully and finally in Minneapolis, Minnesota by an arbitrator selected pursuant to, and an arbitration governed by, the Indemnified Party Commercial Arbitration Rules of the American Arbitration Association. The arbitrator shall resolve the dispute within 30 days after selection and judgment upon the award rendered by such arbitrator may commence be entered in any court of competent jurisdiction. (c) After the Closing, the rights set forth in this Article XI shall be each party's sole and exclusive remedies against the other party hereto for misrepresentations or breaches of covenants contained in this Agreement and the Related Documents. (d) Any indemnification payable under this Article XI shall be, to the extent permitted by law, an Action in connection therewithadjustment to purchase price.

Method of Asserting Claims. All claims for indemnification by any Indemnified Party under Section 9, other than any Tax Claim (which shall be asserted and resolved as set forth in Section 9.4) and any Environmental Claim (which shall be asserted and resolved as set forth in Section 9.5), 10.01 will be asserted and resolved as follows: 9.3.1 Subject to (a) In the provisions of each of Section 9.1 and Section 9.2, a party claiming indemnification (the “Indemnified Party”) in respect of, arising out of or involving a event any claim or demand made in respect of which an Indemnified Party might seek indemnity under Section 10.01 is asserted against or sought to be collected from such Indemnified Party by a third party against the Indemnified Party Person other than Sellers or any Affiliate of Sellers or of Purchaser (a “Third Party Claim”) shall deliver notice (a “Claim Notice”) to the other party (the “Indemnifying Party”) within fifteen (15) Business Days after receipt by the Indemnified Party of written notice of the Third Party Claim; provided, however, that failure to timely give such Claim Notice shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have (i) been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failure. 9.3.2 In the case of a Third Party Claim, the Indemnifying Party shall be entitled to assume and control the defense and settlement thereof with counsel selected by the Indemnifying Party. Should the Indemnifying Party so assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes such defense), the Indemnified Party shall have the right to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, provided that the Indemnifying Party shall be permitted to control such defense and any settlement. If the Indemnifying Party does not assume the defense of a Third Party Claim within thirty (30) days following deliver a Claim Notice, the Indemnified Party, by notice Notice with reasonable promptness to the Indemnifying Party, may employ its own counsel and control the defense of the Third Party Claim and the Indemnifying Party shall be liable for the reasonable fees and disbursements of one counsel employed by the Indemnified Party in each applicable jurisdiction, provided that in any such case the Indemnified Party shall diligently and in good faith contest such Third Party Claim. Whether the Indemnifying Party or the Indemnified Party controls the defense of any Third Party Claim, the parties shall cooperate in the defense thereof. Such cooperation shall include the retention and provision to the counsel of the controlling party of records and information that are reasonably relevant to such Third Party Claim, and making employees available on a commercially reasonable, mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party shall have the right to settle, compromise or discharge a Third Party Claim without the Indemnified Party’s consent if such settlement, compromise or discharge (i) constitutes a complete and unconditional discharge and release of the Indemnified Party, (ii) does not include any statement as to or an admission of fault, culpability or a failure to act by, or on behalf of, any such Indemnified Party and (iii) provides for no relief other than the payment of monetary damages and such monetary damages are paid by the Indemnifying Party (subject to, if Seller is the Indemnifying Party, the Deductible Amount, the Minimum Amount and the Maximum Amount, as provided above). No Third Party Claim may be settled by the Indemnified Party without the written consent of the Indemnifying Party. If the Indemnified Party desires fails to settle a provide the Claim Notice with reasonable promptness after the Indemnified Party receives written notice of such Third Party Claim, it shall provide the Indemnifying Party with a written document signed by the Person making the Third Party Claim and the Indemnified Party setting forth the terms of the proposed settlement (the “Settlement Offer”). The Indemnifying Party shall will not unreasonably withhold its consent be obligated to such proposed settlement unless it agrees that it shall indemnify the Indemnified Party with respect to such Third Party Claim in accordance to the extent that the Indemnifying Party’s ability to defend has been irreparably prejudiced by such failure of the Indemnified Party. The Indemnifying Party will notify the Indemnified Party as soon as practicable within the Dispute Period whether the Indemnifying Party disputes its liability to the Indemnified Party under Section 10.01 and whether the Indemnifying Party desires, at its sole cost and expense, to defend the Indemnified Party against such Third Party Claim. (i) If the Indemnifying Party notifies the Indemnified Party within the Dispute Period that the Indemnifying Party desires to defend the Indemnified Party with respect to the Third Party Claim pursuant to this Section 910.03(a), subject then the Indemnifying Party will have the right to defend, with counsel reasonably satisfactory to the Maximum AmountIndemnified Party, at the sole cost and expense of the Indemnifying Party, such Third Party Claim by all appropriate proceedings, which proceedings will be vigorously and diligently prosecuted by the Indemnifying Party to a final conclusion or will be settled at the discretion of the Indemnifying Party (but only with the consent of the Indemnified Party, which consent will not be unreasonably withheld, in the case of any settlement that provides for any relief other than the payment of monetary damages as to which the Indemnified Party will be indemnified in full). The Indemnifying Party will have full control of such defense and proceedings, including (except as provided in the immediately preceding sentence) any settlement thereof; provided, however, that the Indemnified Party may, at the sole cost and expense of the Indemnified Party, at any time prior to the Indemnifying Party’s delivery of the notice referred to in the first sentence of this clause (i), file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests; and provided further, that if requested by the Indemnifying Party, the Minimum Amount Indemnified Party will, at the sole cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in contesting any Third Party Claim that the Indemnifying Party elects to contest. The Indemnified Party may retain separate counsel to represent it in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this clause (i), and the Deductible AmountIndemnified Party will bear its own costs and expenses with respect to such separate counsel, except as provided in the preceding sentence and except that the amount Indemnifying Party will pay the costs and expenses of such separate counsel if (x) in the Indemnified Party’s good faith judgment, it is advisable, based on advice of counsel, for the Indemnified Party to be represented by separate counsel because a conflict or potential conflict exists between the Indemnifying Party and the Indemnified Party which makes representation of both parties inappropriate under applicable standards of professional conduct or (y) the named parties to such Third Party Claim include both the Indemnifying Party and the Indemnified Party and the Indemnified Party determines in good faith, based on advice of counsel, that defenses are available to it that are unavailable to the Indemnifying Party. Notwithstanding the foregoing, the Indemnified Party may retain or take over the control of the final defense or settlement of any Third Party Claim the defense of which the Indemnifying Party has elected to control if the Indemnified Party irrevocably waives its right to indemnity under Section 10.01 with respect to such Third Party Claim. (ii) If the Indemnifying Party fails to notify the Indemnified Party within the Dispute Period that the Indemnifying Party desires to defend the Third Party Claim pursuant to Section 10.03(a), then the Indemnified Party will have the right to defend, at the sole cost and expense of the Indemnifying Party, the Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted by the Indemnified Party in good faith or judgment will be settled at the discretion of the Indemnified Party (with the consent of the Indemnifying Party, which consent will not be unreasonably withheld). The Indemnified Party will have full control of such defense and proceedings, including (except as provided in the immediately preceding sentence) any settlement thereof; provided, however, that if requested by the Indemnified Party, the Indemnifying Party will, at the sole cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnified Party and its counsel in contesting any Third Party Claim which the Indemnified Party is contesting. Notwithstanding the foregoing provisions of this clause (ii), if the Indemnifying Party has notified the Indemnified Party within the Dispute Period that the Indemnifying Party disputes its liability hereunder to the Indemnified Party with respect to such Third Party Claim that and if such dispute is resolved in excess favor of the amount Indemnifying Party in the manner provided in clause (iii) below, the Indemnifying Party will not be required to bear the costs and expenses of the Settlement Offer shall Indemnified Party’s defense pursuant to this clause (ii) or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party will reimburse the Indemnifying Party in full for all reasonable costs and expenses incurred by the Indemnifying Party in connection with such litigation. (iii) If the Indemnifying Party notifies the Indemnified Party that it does not be subject dispute its liability to the Maximum Amount nor shall it be applied against the Maximum Amount. 9.3.3 If an Indemnified Party has a claim against any with respect to the Third Party Claim under Section 10.01 or fails to notify the Indemnified Party within the Dispute Period whether the Indemnifying Party that does not involve a disputes its liability to the Indemnified Party with respect to such Third Party Claim, the Indemnified Loss arising from such Third Party Claim will be conclusively deemed a liability of the Indemnifying Party under Section 10.01 and the Indemnifying Party shall deliver notice (an “Indemnity Notice”) within thirty (30) days after the Indemnified Party has Knowledge of any claim that the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement describing in reasonable detail the facts giving rise to any claim for indemnification and shall include in such Indemnity Notice the amount or the method of computation of pay the amount of such claim, and a reference Loss to the provision of this Agreement upon which such claim is based, provided, however, that failure to timely give such Indemnity Notice shall not affect Indemnified Party on demand following the indemnification provided hereunder except to the extent the Indemnifying Party shall have (i) been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failurefinal determination thereof. If the Indemnifying Party disputes has timely disputed its liability with respect to such claim, the Indemnifying Party and the Indemnified Party will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within thirty the Resolution Period, such dispute shall be resolved by litigation in a court of competent jurisdiction. (30b) daysIn the event any Indemnified Party should have a claim under Section 10.01 against any Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party may commence shall deliver an Action Indemnity Notice with reasonable promptness to the Indemnifying Party. The failure by any Indemnified Party to give the Indemnity Notice shall not impair such party’s rights hereunder except to the extent that an Indemnifying Party demonstrates that it has been irreparably prejudiced thereby. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the claim described in connection therewithsuch Indemnity Notice or fails to notify the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes the claim described in such Indemnity Notice, the Loss arising from the claim specified in such Indemnity Notice will be conclusively deemed a liability of the Indemnifying Party under Section 10.01 and the Indemnifying Party shall pay the amount of such Loss to the Indemnified Party on demand following the final determination thereof. If the Indemnifying Party has timely disputed its liability with respect to such claim, the Indemnifying Party and the Indemnified Party will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within the Resolution Period, such dispute shall be resolved by litigation in a court of competent jurisdiction.

Method of Asserting Claims. All claims for indemnification by any Indemnified Party under Section 9, other than any Tax Claim (which this Article VII shall be asserted and resolved as set forth in Section 9.4) and follows: If any Environmental Claim (which shall be asserted and resolved as set forth in Section 9.5), will be asserted and resolved as follows: 9.3.1 Subject to Indemnified Party receives notice of the provisions assertion or commencement of each of Section 9.1 and Section 9.2, any Action made or brought by any Person who is not a party claiming indemnification (to this Agreement or an Affiliate of a party to this Agreement or a Representative of the “Indemnified Party”) in respect of, arising out of or involving a claim or demand made by a third party against the Indemnified Party foregoing (a “Third Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall deliver give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (a “Claim Notice”30) calendar days after receipt of such notice of such Third Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the other party (extent that the “Indemnifying Party”) within fifteen (15) Business Days after receipt Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party of written notice of shall describe the Third Party Claim; providedClaim in reasonable detail, howevershall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that failure to timely give such Claim Notice shall not affect has been or may be sustained by the indemnification provided hereunder except to the extent the Indemnified Party. The Indemnifying Party shall have (i) been prejudiced as a result the right to participate in, or by giving written notice to the Indemnified Party, to assume the defense of any Third Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in such failure or (ii) forfeited rights and defenses otherwise available to defense; provided, that if the Indemnifying Party as is a result Seller, such Indemnifying Party shall not have the right to defend or direct the defense of any such failure. 9.3.2 Third Party Claim that (x) is asserted directly by or on behalf of a Person that is a supplier or customer of any Purchaser, the Companies or any of their Subsidiaries, or (y) seeks an injunction or other equitable relief against the Indemnified Parties. In the case event that the Indemnifying Party assumes the defense of a any Third Party Claim, subject to Section 7.5(b), it shall have the Indemnifying right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party shall be entitled to assume Claim in the name and control on behalf of the defense and settlement thereof with counsel selected by the Indemnifying Indemnified Party. Should the Indemnifying Party so assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes such defense, the The Indemnified Party shall have the right to employ counsel, at its own expense, separate from participate in the defense of any Third Party Claim with counsel employed selected by it subject to the Indemnifying Party, provided that ’s right to control the Indemnifying Party defense thereof. The fees and disbursements of such counsel shall be permitted to control such defense and any settlement. If at the Indemnifying Party does not assume the defense expense of a Third Party Claim within thirty (30) days following a Claim Notice, the Indemnified Party, by notice provided, that if in the reasonable opinion of counsel to the Indemnified Party, (A) there are legal defenses available to an Indemnified Party that are different from or additional to those available to the Indemnifying Party; or (B) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party that cannot be waived, may employ its own counsel and control the defense of the Third Party Claim and the Indemnifying Party shall be liable for the reasonable fees and disbursements expenses of one counsel employed by to the Indemnified Party in each applicable jurisdiction, provided that in any such case jurisdiction for which the Indemnified Party shall determines counsel is required. If the Indemnifying Party elects not to compromise or defend such Third Party Claim, fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, or fails to diligently prosecute the defense of such Third Party Claim, the Indemnified Party may, subject to Section 7.5(b), pay, compromise, defend such Third Party Claim and in good faith contest seek indemnification for any and all Losses based upon, arising from or relating to such Third Party Claim. Whether the Indemnifying Party or the Indemnified Party controls Sellers and Purchasers shall cooperate with each other in all reasonable respects in connection with the defense of any Third Party Claim, the parties shall cooperate in the defense thereof. Such cooperation shall include the retention and provision to the counsel of the controlling party of including making available records and information that are reasonably relevant to such Third Party Claim, and making employees available on a commercially reasonable, mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party shall have the right to settle, compromise or discharge a Third Party Claim without the Indemnified Party’s consent if such settlement, compromise or discharge (i) constitutes a complete and unconditional discharge and release of the Indemnified Party, (ii) does not include any statement as to or an admission of fault, culpability or a failure to act by, or on behalf of, any such Indemnified Party and (iii) provides for no relief other than the payment of monetary damages and such monetary damages are paid by the Indemnifying Party (subject to, if Seller is the Indemnifying Party, the Deductible Amount, the Minimum Amount and the Maximum Amount, as provided above). No Third Party Claim may be settled by the Indemnified Party without the written consent of the Indemnifying Party. If the Indemnified Party desires to settle a Third Party Claim, it shall provide the Indemnifying Party with a written document signed by the Person making the Third Party Claim and the Indemnified Party setting forth the terms of the proposed settlement (the “Settlement Offer”). The Indemnifying Party shall not unreasonably withhold its consent to such proposed settlement unless it agrees that it shall indemnify the Indemnified Party with respect relating to such Third Party Claim in accordance with this Section 9and furnishing, subject without expense (other than reimbursement of actual out-of-pocket expenses) to the Maximum Amountdefending party, the Minimum Amount and the Deductible Amount, provided that the amount management employees of the final settlement or judgment with respect to non-defending party as may be reasonably necessary for the preparation of the defense of such Third Party Claim that is in excess of the amount of the Settlement Offer shall not be subject to the Maximum Amount nor shall it be applied against the Maximum AmountClaim. 9.3.3 If an Indemnified Party has a claim against any Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party shall deliver notice (an “Indemnity Notice”) within thirty (30) days after the Indemnified Party has Knowledge of any claim that the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement describing in reasonable detail the facts giving rise to any claim for indemnification and shall include in such Indemnity Notice the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement upon which such claim is based, provided, however, that failure to timely give such Indemnity Notice shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have (i) been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failure. If the Indemnifying Party disputes its liability with respect to such claim, the Indemnifying Party and the Indemnified Party will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within thirty (30) days, the Indemnified Party may commence an Action in connection therewith.

Method of Asserting Claims. All claims for indemnification by any Indemnified Party under Section 9, other than any Tax Claim (which shall be asserted and resolved as set forth in Section 9.4) and any Environmental Claim (which shall be asserted and resolved as set forth in Section 9.5), 10.01 will be asserted and resolved as follows: 9.3.1 Subject to (a) In the provisions of each of Section 9.1 and Section 9.2, a party claiming indemnification (the “Indemnified Party”) in respect of, arising out of or involving a event any claim or demand made in respect of which an Indemnified Party might seek indemnity under Section 10.01 is asserted against or sought to be collected from such Indemnified Party by a third party against Person other than Seller, Purchaser or any Affiliate of Seller or Purchaser (a "Third Party Claim"), the Indemnified Party (shall deliver a “Claim Notice with reasonable promptness to the Indemnifying Party. The Indemnifying Party will notify the Indemnified Party as soon as practicable within the Dispute Period whether the Indemnifying Party disputes its liability to the Indemnified Party under Section 10.01 and whether the Indemnifying Party desires, at its sole cost and expense, to defend the Indemnified Party against such Third Party Claim”. (i) shall deliver notice (a “Claim Notice”) to If the other party (the “Indemnifying Party”) within fifteen (15) Business Days after receipt by Party notifies the Indemnified Party of written notice of within the Dispute Period that the Indemnifying Party desires to defend the Indemnified Party with respect to the Third Party ClaimClaim pursuant to this Section 10.02(a), then the Indemnifying Party will have the right to defend, at the sole cost and expense of the Indemnifying Party, such Third Party Claim by all appropriate proceedings, which proceedings will be vigorously and diligently prosecuted by the Indemnifying Party to a final conclusion or will be settled at the discretion of the Indemnifying Party (with the consent of the Indemnified Party, which consent will not be unreasonably withheld). The Indemnifying Party will have full control of such defense and proceedings, including any settlement thereof; provided, however, that failure to timely give such Claim Notice shall not affect the indemnification provided hereunder except Indemnified Party may, at the sole cost and expense of the Indemnified Party, at any time prior to the extent Indemnifying Party's delivery of the Indemnifying notice referred to in the first sentence of this Section 10.02(a)(i), file any motion, answer or other pleadings or take any other action that the Indemnified Party shall have (i) been prejudiced as a result of such failure reasonably believes to be necessary or (ii) forfeited rights appropriate to protect its interests and defenses otherwise available not prejudicial to the Indemnifying Party (it being understood and agreed that, except as provided in clause (ii) below, if an Indemnified Party takes any such action that is prejudicial and causes a result of such failure. 9.3.2 In final adjudication that is adverse to the case of a Third Party ClaimIndemnifying Party, the Indemnifying Party shall will be entitled relieved of its obligations hereunder with respect to assume and control the defense and settlement thereof with counsel selected by the Indemnifying Party. Should the Indemnifying Party so assume the defense portion of a such Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for legal expenses subsequently incurred Claim prejudiced by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes such defenseParty's action); and provided further, the Indemnified Party shall have the right to employ counsel, at its own expense, separate from the counsel employed that if requested by the Indemnifying Party, provided the Indemnified Party will, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party shall be permitted elects to contest, or, if appropriate and related to the Third Party Claim in question, in making any counterclaim against the Person asserting the Third Party Claim, or any cross-complaint against any Person (other than the Indemnified Party or any of its Affiliates). Notwithstanding the foregoing, the Indemnified Party may take over the control such defense and any settlement. If the Indemnifying Party does not assume of the defense or settlement of a Third Party Claim within thirty (30) days following a Claim Notice, the Indemnified Party, by notice at any time if it irrevocably waives its right to the Indemnifying Party, may employ its own counsel and control the defense of the Third Party Claim and the Indemnifying Party shall be liable for the reasonable fees and disbursements of one counsel employed by the Indemnified Party in each applicable jurisdiction, provided that in any such case the Indemnified Party shall diligently and in good faith contest such Third Party Claim. Whether the Indemnifying Party or the Indemnified Party controls the defense of any Third Party Claim, the parties shall cooperate in the defense thereof. Such cooperation shall include the retention and provision to the counsel of the controlling party of records and information that are reasonably relevant indemnity under Section 10.01 with respect to such Third Party Claim, and making employees available on a commercially reasonable, mutually convenient basis to provide additional information and explanation of any material provided hereunder. The . (ii) If the Indemnifying Party shall fails to notify the Indemnified Party within the Dispute Period that the Indemnifying Party desires to defend the Third Party Claim pursuant to Section 10.02(a), or if the Indemnifying Party gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, or if the Indemnifying Party fails to give any notice whatsoever within the Dispute Period, then the Indemnified Party will have the right to settledefend, compromise or discharge a Third Party Claim without at the Indemnified Party’s consent if such settlement, compromise or discharge (i) constitutes a complete sole cost and unconditional discharge and release expense of the Indemnified Party, (ii) does not include any statement as to or an admission of fault, culpability or a failure to act by, or on behalf of, any such Indemnified Party and (iii) provides for no relief other than the payment of monetary damages and such monetary damages are paid by the Indemnifying Party (subject to, if Seller is the Indemnifying Party, the Deductible Amount, the Minimum Amount and the Maximum Amount, as provided above). No Third Party Claim may by all appropriate proceedings, which proceedings will be settled vigorously and diligently prosecuted by the Indemnified Party without to a final conclusion or will be settled at the written discretion of the Indemnified Party (with the consent of the Indemnifying Party, which consent will not be unreasonably withheld). If The Indemnified Party will have full control of such defense and proceedings, including (except as provided in the immediately preceding sentence) any settlement thereof; provided, however, that if requested by the Indemnified Party, the Indemnifying Party will, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnified Party desires and its counsel in contesting any Third Party Claim which the Indemnified Party is contesting, or, if appropriate and related to settle a the Third Party Claim in question, in making any counterclaim against the Person asserting the Third Party Claim, it shall provide or any cross- complaint against any Person (other than the Indemnified Party or any of its Affiliates). Notwithstanding the foregoing provisions of this Section 10.02(a)(ii), if the Indemnifying Party with a written document signed by the Person making the Third Party Claim and has notified the Indemnified Party setting forth within the terms of Dispute Period that the proposed settlement (the “Settlement Offer”). The Indemnifying Party shall not unreasonably withhold disputes its consent liability hereunder to such proposed settlement unless it agrees that it shall indemnify the Indemnified Party with respect to such Third Party Claim and if such dispute is resolved in accordance with favor of the Indemnifying Party in the manner provided in clause (iii) below, the Indemnifying Party will not be required to bear the costs and expenses of the Indemnified Party's defense pursuant to this Section 910.02(a)(ii) or of the Indemnifying Party's participation therein at the Indemnified Party's request, subject and the Indemnified Party will reimburse the Indemnifying Party in full for all reasonable costs and expenses incurred by the Indemnifying Party in connection with such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 10.02(a)(ii), and the Indemnifying Party will bear its own costs and expenses with respect to such participation. (iii) If the Indemnifying Party notifies the Indemnified Party that it does not dispute its liability to the Maximum Amount, Indemnified Party with respect to the Minimum Amount and Third Party Claim under Section 10.01 or fails to notify the Deductible Amount, provided that Indemnified Party within the amount of Dispute Period whether the final settlement or judgment Indemnifying Party disputes its liability to the Indemnified Party with respect to such Third Party Claim that is in excess of the amount of the Settlement Offer shall not be subject to the Maximum Amount nor shall it be applied against the Maximum Amount. 9.3.3 If an Indemnified Party has a claim against any Indemnifying Party that does not involve a Third Party Claim, the Indemnified Loss in the amount specified in the Claim Notice will be conclusively deemed a liability of the Indemnifying Party under Section 10.01 and the Indemnifying Party shall deliver notice (an “Indemnity Notice”) within thirty (30) days after the Indemnified Party has Knowledge of any claim that the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement describing in reasonable detail the facts giving rise to any claim for indemnification and shall include in such Indemnity Notice the amount or the method of computation of pay the amount of such claim, and a reference Loss to the provision of this Agreement upon which such claim is based, provided, however, that failure to timely give such Indemnity Notice shall not affect the indemnification provided hereunder except to the extent the Indemnifying Indemnified Party shall have (i) been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failureon demand. If the Indemnifying Party disputes has timely disputed its liability with respect to such claim, the Indemnifying Party and the Indemnified Party will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within thirty the Resolution Period, such dispute shall be resolved by litigation in a court of competent jurisdiction. (30b) daysIn the event any Indemnified Party should have a claim under Section 10.01 against any Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party shall deliver an Indemnity Notice with reasonable promptness to the Indemnifying Party prior to the expiration of the indemnification notice period described in this Section 10.02. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the claim described in such Indemnity Notice or fails to notify the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes the claim described in such Indemnity Notice, the Loss in the amount specified in the Indemnity Notice will be conclusively deemed a liability of the Indemnifying Party under Section 10.01 and the Indemnifying Party shall pay the amount of such Loss to the Indemnified Party on demand. If the Indemnifying Party disputes all or any portion of its liability with respect to such claim, it shall notify the Indemnified Party thereof in writing during the Dispute Period, specifying the portion of the claim that is disputed and the basis for such position. If the Indemnifying Party has timely disputed its liability with respect to such claim, the Indemnifying Party will be deemed to have accepted and be liable for payment of the undisputed portion of such claim on demand and the Indemnifying Party and the Indemnified Party will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within the Resolution Period, such dispute shall be resolved by litigation in a court of competent jurisdiction. (c) In the event of any Loss resulting from a misrepresentation, breach of warranty or nonfulfillment or failure to be performed of any covenant or agreement contained in this Agreement as to which an Indemnified Party would be entitled to claim indemnity under Section 10.01 but for the Loss limitation provisions of Section 10.01(a) and (c), such Indemnified Party may commence nevertheless deliver a written notice to the Indemnifying Party containing the information that would be required in a Claim Notice or an Action Indemnity Notice, as applicable, with respect to such Loss. In the case of a Claim Notice, the provisions of Section 10.02(a)(i) will be applicable. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the claim described therein or fails to notify the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes the claim described in such Claim Notice or Indemnity Notice, as the case may be, the Loss specified in the notice will be conclusively deemed to have been incurred by the Indemnified Party for purposes of making the determination of the Loss limitations set forth in Section 10.01. If the Indemnifying Party has timely disputed the claim described in such Claim Notice or Indemnity Notice, as the case may be, the Indemnifying Party and the Indemnified Party will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within the Resolution Period, such dispute shall be resolved by litigation in a court of competent jurisdiction. (d) In the event of any claim for indemnity under Section 10.01(a), Purchaser agrees to give Seller and its Representatives reasonable access to the Books and Records and Employees in connection therewithwith the matters for which indemnification is sought to the extent Seller reasonably deems necessary in connection with its rights and obligations under this Article X. (e) All payments made pursuant to this Article X shall be treated as an adjustment to the Purchase Price. (f) In the event an action, dispute, claim, counterclaim or controversy ("Dispute") arises between the parties arising out of or relating to this Agreement, the aggrieved party shall promptly notify the other party of the Dispute within ten Business Days after such Dispute arises. If the parties have failed to resolve the Dispute within ten Business Days after delivery of such notice, each party shall, within five Business Days thereafter, nominate a senior officer of its management to meet to attempt to resolve the Dispute. The senior officers shall meet within twenty Business Days after their nomination. Should the senior officers be unable to resolve the Dispute, either party may pursue any and all available legal remedies, unless the parties mutually agree in writing to an alternative dispute resolution procedure.

Method of Asserting Claims. All claims for indemnification by any Indemnified Party under Section 9, other than any Tax Claim (which 6.3 and this Article VII shall be asserted and resolved as set forth in Section 9.4) and any Environmental Claim (which shall be asserted and resolved as set forth in Section 9.5), will be asserted and resolved as follows: 9.3.1 Subject (a) If an Indemnified Party intends to seek indemnification under this Article VII, it shall promptly (i) notify the Indemnifying Party in writing of such claim, indicating with reasonable particularity the nature of such claim and the basis therefor (including a good faith estimate of the amount of Losses), and (ii) provide the Indemnifying Party with all relevant information that is material to the provisions of each of Section 9.1 and Section 9.2, a party claiming indemnification (the “Indemnified Party”) in respect of, arising out of or involving a claim or demand made by that the Indemnifying Party may reasonably request (but any such notice and information from a third party against the Parent Indemnified Party (a “Third Party Claim”) shall deliver notice (a “Claim Notice”) need only be given to the other party (the “Indemnifying Party”) within fifteen (15) Business Days after receipt by the Indemnified Party of written notice of the Third Party Claim; provided, however, that SLGOP). The failure to timely give provide such Claim Notice shall notice and information will not affect the indemnification provided any rights hereunder except to the extent the Indemnifying Party shall have is materially prejudiced thereby. (ib) been prejudiced as If such claim involves a result claim by a third party against the Indemnified Party, and provided the claim by the Indemnified Party is not of such failure or (ii) forfeited rights and defenses otherwise available to a type for which the Indemnifying Party as a result of such failure. 9.3.2 In the case of a Third Party ClaimParty’s Liability may be limited by Section 7.4, the Indemnifying Party shall be entitled may, within twenty days after receipt of such notice and information, and upon notice to assume and control the defense and settlement thereof Indemnified Party, assume, with counsel selected by reasonably satisfactory to the Indemnified Party, at the sole cost and expense of the Indemnifying Party. Should , the settlement or defense thereof (in which case any Loss associated therewith shall be the sole responsibility of the Indemnifying Party); provided, that the Indemnified Party so assume the may participate in such settlement or defense of a Third Party Claimthrough counsel chosen by it; provided further, that the Indemnifying Party shall not be liable obligated to obtain the approval of the Indemnified Party for legal expenses subsequently incurred with respect to any monetary settlement which by its terms unconditionally releases the Indemnified Party completely from all liability in connection with such claim and does not contain any admission of guilt, culpability, misconduct or wrongdoing by, or an undertaking or continuing obligation of the defense thereofIndemnified Party and is the sole responsibility of the Indemnifying Party (it being acknowledged that in the event of any non-monetary or injunctive settlement, the Indemnifying Party must obtain approval of the Indemnified Party prior to settlement. If the Indemnifying Party assumes the settlement or defense of such defenseclaim and the Indemnified Party determines reasonably and in good faith that representation by the Indemnifying Party’s counsel of both the Indemnifying Party and the Indemnified Party may present such counsel with a conflict of interest, then the Indemnifying Party shall pay the reasonable fees and expenses of the Indemnified Party’s counsel. Notwithstanding the foregoing, (A) the Indemnified Party may, at the sole cost and expense of the Indemnified Party, at any time prior to the Indemnifying Party’s delivery of the notice referred to in the first sentence of this Section 7.5(b), file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests, provided, that the Indemnified Party shall not, without the consent of the Indemnifying Party, enter into any settlement or compromise with respect to a claim unless the Indemnifying Party has failed to deliver the notice referred to in the first sentence of this Section 7.5(b), (B) the Indemnified Party may take over the control of the defense or settlement of a third-party claim at any time if it irrevocably waives its right to indemnity under this Agreement with respect to such claim and (C) the Indemnifying Party may not, without the consent of the Indemnified Party, settle or compromise any action (other than a monetary settlement or compromise which by its terms unconditionally releases the Indemnified Party completely from all liability in connection with such claim and does not contain any admission of guilt, culpability, misconduct or wrongdoing by, or an undertaking or continuing obligation of the Indemnified Party and is the sole responsibility of the Indemnifying Party (it being acknowledged that in the event of any non-monetary or injunctive settlement)) or consent to the entry of any judgment, such consent not to be unreasonably withheld or delayed. So long as the Indemnifying Party is contesting any such claim in good faith, the Indemnified Party shall have the right to employ counsel, at its own expense, separate from the counsel employed by not pay or settle any such claim without the Indemnifying Party’s consent, provided that the Indemnifying Party shall such consent not to be permitted to control such defense and any settlementunreasonably withheld. If the Indemnifying Party does is not entitled to assume the defense of a Third Party Claim within thirty the claim pursuant to the foregoing provisions or is entitled but does not contest such claim in good faith (30) days following a Claim Notice, including if it does not notify the Indemnified PartyParty of its assumption of the defense of such claim within the twenty day period set forth above), by notice to then the Indemnified Party may conduct and control, through counsel of its own choosing and at the expense of the Indemnifying Party, may employ its own counsel and control the settlement or defense thereof (it being acknowledged that in such event the Indemnified Party is not required to obtain the consent of the Third Indemnifying Party Claim with respect to any settlement or defense thereof), and the Indemnifying Party shall be liable for cooperate with it in connection therewith. Except as otherwise expressly provided in this Section 7.5, the reasonable fees and disbursements failure of one counsel employed by the Indemnified Party in each applicable jurisdictionto participate in, provided that in any conduct or control such case the Indemnified Party defense shall diligently and in good faith contest such Third Party Claim. Whether not relieve the Indemnifying Party or the Indemnified Party controls the defense of any Third Party Claim, the parties shall cooperate in the defense thereof. Such cooperation shall include the retention and provision to the counsel of the controlling party of records and information that are reasonably relevant to such Third Party Claim, and making employees available on a commercially reasonable, mutually convenient basis to provide additional information and explanation of any material provided obligation it may have hereunder. The Indemnifying Party shall have the right Any defense costs required to settle, compromise or discharge a Third Party Claim without the Indemnified Party’s consent if such settlement, compromise or discharge (i) constitutes a complete and unconditional discharge and release of the Indemnified Party, (ii) does not include any statement as to or an admission of fault, culpability or a failure to act by, or on behalf of, any such Indemnified Party and (iii) provides for no relief other than the payment of monetary damages and such monetary damages are be paid by the Indemnifying Party (subject to, if Seller is the Indemnifying Party, the Deductible Amount, the Minimum Amount and the Maximum Amount, as provided above). No Third Party Claim may be settled by on behalf of the Indemnified Party without the written consent shall be paid as incurred, promptly against delivery of the Indemnifying Party. If the reasonably detailed invoices therefor. (c) An Indemnified Party desires shall (i) pursue a claim for indemnification under this Article VII on a timely basis and (ii) to settle a Third Party Claimthe extent it is reasonably practical to do so, it shall provide the Indemnifying Party with a written document signed by the Person making the Third Party Claim and the Indemnified Party setting forth the terms of the proposed settlement (the “Settlement Offer”). The Indemnifying Party shall not unreasonably withhold its consent to such proposed settlement unless it agrees that it shall indemnify the Indemnified Party with respect to such Third Party Claim in accordance with this Section 9, subject to the Maximum Amount, the Minimum Amount and the Deductible Amount, provided that the amount of the final settlement or judgment with respect to such Third Party Claim that is in excess good faith estimate of the amount of the Settlement Offer shall not be subject to the Maximum Amount nor shall it be applied against the Maximum Amount. 9.3.3 If an Indemnified Party has a claim against any Indemnifying Party that does not involve a Third Party Claimat the time it is asserted; provided, the Indemnified Party shall deliver notice (an “Indemnity Notice”) within thirty (30) days after the Indemnified Party has Knowledge of any claim that the Indemnified Party has determined has given or could give rise Party’s failure to a right of indemnification under this Agreement describing in reasonable detail the facts giving rise to any claim for indemnification and shall include in such Indemnity Notice the amount or the method of computation comply with either of the amount of such claim, and a reference to the provision of this Agreement upon which such claim is based, provided, however, that failure to timely give such Indemnity Notice preceding clauses (i) or (ii) shall not affect the indemnification provided any rights hereunder except to the extent the Indemnifying Party shall have (i) been is materially prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failure. If the Indemnifying Party disputes its liability with respect to such claim, the Indemnifying Party and the Indemnified Party will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within thirty (30) days, the Indemnified Party may commence an Action in connection therewiththereby.

Method of Asserting Claims. All claims for indemnification by any Indemnified Party under Section 9, other than any Tax Claim (which shall be asserted and resolved as set forth in Section 9.4) and any Environmental Claim (which shall be asserted and resolved as set forth in Section 9.5), 10.03 will be asserted and resolved as follows: 9.3.1 Subject to (a) In the provisions of each of Section 9.1 and Section 9.2, a party claiming indemnification (the “Indemnified Party”) in respect of, arising out of or involving a event any claim or demand made in respect of which an Indemnifying Party might seek indemnity under Section 10.03(a) or 10.03(b) is asserted against or sought to be collected from such Indemnified Party by a third party against the Indemnified Party Person other than Parent, Holdings, Purchaser or any of their respective Affiliates (a “Third Party Claim”) shall deliver notice (a “Claim Notice”) to the other party (the “Indemnifying Party”) within fifteen (15) Business Days after receipt by ), the Indemnified Party of written notice of shall deliver a Claim Notice with reasonable promptness to the Third Party ClaimIndemnifying Party; provided, however, that the failure to timely give such Claim Notice so notify the Indemnifying Party shall not affect relieve the indemnification provided Indemnifying Party of its obligations hereunder except to the extent (and only to the extent) that such failure shall have caused the damages for which the Indemnifying Party shall is obligated to be greater than such damages would have been had the Indemnified Party given the Indemnifying Party prompt notice hereunder. The Indemnifying Party will notify the Indemnified Party as soon as practicable within the Dispute Period whether the Indemnifying Party disputes its liability to the Indemnified Party under Section 10.03(a) or 10.03(b) or whether the Indemnifying Party desires, at its sole cost and expense, to defend the Indemnified Party against such Third Party Claim. (i) been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available to If the Indemnifying Party as a result of such failure. 9.3.2 In acknowledges its indemnity obligation in writing and notifies the case of a Third Indemnified Party Claim, within the Dispute Period that the Indemnifying Party shall be entitled desires to assume and control defend the defense and settlement thereof Indemnified Party with respect to the Third Party Claim pursuant to this Section 10.04(a), then the Indemnifying Party will have the right to defend, with counsel selected by the Indemnifying Party who shall be reasonably acceptable to the Indemnified Party and at the sole cost and expense of the Indemnifying Party. Should , such Third Party Claim by all appropriate proceedings, which proceedings will be vigorously and diligently prosecuted by the Indemnifying Party so assume to a final conclusion; provided, however, that the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned) before entering into any settlement of a claim or ceasing to defend such claim. If the Indemnifying Party assumes defense of a Third Party Claim, the Indemnifying Party shall not be liable to will have full control of such defense and proceedings, including (except as provided in the immediately preceding sentence) any settlement thereof; provided, however, that the Indemnified Party for legal expenses subsequently incurred by may, at the sole cost and expense of the Indemnified Party, at any time prior to the Indemnifying Party’s delivery of the notice referred to in the first sentence of this clause (i), file any motion, answer or other pleadings or take any other action that the Indemnified Party in connection with the defense thereof. If reasonably believes to be necessary or appropriate to protect its interests and not prejudicial to the Indemnifying Party assumes such defenseParty; provided further, that the Indemnified Party shall have the right to employ counselmay participate, at its own expensecost and expense (except as otherwise provided in the final sentence of this clause (i)), separate from in the counsel employed defense of such Third Party Claim; and provided further, that if requested by the Indemnifying Party, provided the Indemnified Party will, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party shall elects to contest, or, if appropriate and related to the Third Party Claim in question, in making any counterclaim against the Person asserting the Third Party Claim, or any cross-complaint against any Person (other than the Indemnified Party or any of its Affiliates). The Indemnified Party will be permitted entitled to control participate in any such defense with separate counsel at the expense of the Indemnifying Party if (A) so requested by the Indemnifying Party to participate or (B) the Indemnified Party reasonably determines, after seeking the advice of counsel to the Indemnified Party, that a conflict or potential conflict exists between the Indemnified Party and any settlement. the Indemnifying Party that would make such separate representation advisable. (ii) If the Indemnifying Party does not assume the defense of a Third Party Claim within thirty (30) days following a Claim Notice, fails to acknowledge its indemnity obligation in writing or fails to notify the Indemnified Party, by notice to Party within the Dispute Period that the Indemnifying Party, may employ its own counsel and control the defense of Party desires to defend the Third Party Claim and pursuant to this Section 10.04(a), or if the Indemnifying Party shall be liable for gives such notice but fails to prosecute vigorously and diligently or settle the reasonable fees and disbursements of one counsel employed by the Indemnified Party in each applicable jurisdiction, provided that in any such case the Indemnified Party shall diligently and in good faith contest such Third Party Claim. Whether the Indemnifying Party or the Indemnified Party controls the defense of any Third Party Claim, or if the parties shall cooperate in the defense thereof. Such cooperation shall include the retention and provision Indemnifying Party fails to respond to the counsel of Claim Notice within the controlling party of records and information that are reasonably relevant to such Third Dispute Period, then the Indemnified Party Claim, and making employees available on a commercially reasonable, mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party shall will have the right to settledefend, compromise or discharge a Third Party Claim without at the Indemnified Party’s consent if such settlement, compromise or discharge (i) constitutes a complete sole cost and unconditional discharge and release expense of the Indemnified Party, (ii) does not include any statement as to or an admission of fault, culpability or a failure to act by, or on behalf of, any such Indemnified Party and (iii) provides for no relief other than the payment of monetary damages and such monetary damages are paid by the Indemnifying Party (subject to, if Seller is the Indemnifying Party, the Deductible Amount, the Minimum Amount and the Maximum Amount, as provided above). No Third Party Claim by all appropriate proceedings, which proceedings will be vigorously and diligently prosecuted by the Indemnified Party to a final conclusion or, with the consent of the Indemnifying Party (which consent will not be unreasonably withheld, delayed or conditioned), may be settled by the Indemnified Party without the written consent of the Indemnifying Party. If the Indemnified Party desires to settle a defends any Third Party Claim, it shall provide then the Indemnifying Party with a written document signed shall be required to reimburse the Indemnified Party for the reasonable costs and expenses of defending such Third Party Claim within 30 Business Days after the date of receipt of any invoice that sets forth in reasonable detail the costs and expenses incurred. The Indemnified Party will have full control of such defense and proceedings, including (except as provided in the immediately preceding sentence) any settlement thereof but shall not thereby waive any right to indemnity therefor pursuant to this Agreement; provided, however, that if requested by the Person making Indemnified Party, the Indemnifying Party will, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnified Party and its counsel in contesting any Third Party Claim which the Indemnified Party is contesting, or, if appropriate and related to the Third Party Claim and in question, in making any counterclaim against the Indemnified Person asserting the Third Party setting forth Claim, or any cross-complaint against any Person (other than the terms Indemnifying Party or any of the proposed settlement (the “Settlement Offer”its Affiliates). The Indemnifying Party shall not unreasonably withhold its consent to such proposed settlement unless it agrees that it shall indemnify may participate in any defense controlled by the Indemnified Party with respect pursuant to such Third Party Claim in accordance with this Section 9, subject to the Maximum Amount, the Minimum Amount clause (ii) at its own cost and the Deductible Amount, provided that the amount of the final settlement or judgment with respect to such Third Party Claim that is in excess of the amount of the Settlement Offer shall not be subject to the Maximum Amount nor shall it be applied against the Maximum Amountexpense. 9.3.3 If an (b) In the event any Indemnified Party has should have a claim under Section 10.03(a) or 10.03(b) against any Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party shall deliver notice (an “Indemnity Notice”) within thirty (30) days after Notice to the Indemnifying Party with reasonable promptness following its determination that it has such a claim. The Indemnifying Party shall notify the Indemnified Party has Knowledge of any claim that within the Dispute Period if the Indemnifying Party disputes its liability to the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement describing in reasonable detail Article X. If the facts giving rise to any Indemnifying Party does not so notify the Indemnified Party, the claim for indemnification and shall include specified by the Indemnified Party in such Indemnity Notice notice shall be conclusively deemed to be a liability of the amount or Indemnifying Party under this Article X, and the method of computation of Indemnifying Party shall pay the amount of such claim, and a reference liability to the provision Indemnified Party on demand, or, in the case of this Agreement upon any notice in which the amount of the claim (or any portion of the claim) is estimated, on such later date when the amount of such claim is based, provided, however, that failure to timely give (or such Indemnity Notice shall not affect portion of the indemnification provided hereunder except to the extent the Indemnifying Party shall have claim) becomes finally determined. (ic) been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failure. If the Indemnifying Party disputes its liability with respect to such claim, the Indemnifying Party and the Indemnified Party will proceed in good faith to negotiate a resolution of such disputeunder this Article X, and if not resolved through negotiations within thirty (30) days, then the Indemnified Party may commence an Action in connection therewithshall be free to seek enforcement of its rights to indemnification under this Agreement.

Method of Asserting Claims. All claims Any party making a claim for indemnification under this Section 910 is, other than any Tax Claim (which shall be asserted and resolved for the purposes of this APA, referred to as set forth in Section 9.4) the "Indemnified Party', and any Environmental Claim (which party against whom such claims are asserted under this Section 10 is, for the purposes of this APA, referred to as the "Indemnifying Party'. All claims by any Indemnified Party under this Section 10 shall be asserted and resolved as set forth in Section 9.5), will be asserted and resolved as follows: 9.3.1 Subject (a) In the event that (x) any claim, demand, or proceeding is asserted or instituted by any person other than the parties hereto that could give rise to the provisions of each of Section 9.1 and Section 9.2damages for which an Indemnifying Party would be liable to an Indemnified Party hereunder (such claim, demand, or proceeding, a party claiming indemnification "Third Party Claim"), or (the “y) any Indemnified Party”) in respect of, arising out of or involving Party hereunder shall have a claim or demand made to be indemnified by any Indemnifying Party hereunder which does not involve a third party against Third Party Claim (such claim, a "Direct Claim"), the Indemnified Party (a “Third Party Claim”) shall deliver notice (a “Claim Notice”) shall, as promptly as possible, send to the other party (the “Indemnifying Party”) within fifteen (15) Business Days after receipt by the Indemnified Party of a written notice specifying the nature of the Third Party Claimsuch claim or demand; provided, however, that any failure to timely give such Claim Notice shall notice will not affect waive any rights of the indemnification provided hereunder Indemnified Party except to the extent that the rights of the Indemnifying Party shall have (i) been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failureare actually prejudiced. 9.3.2 (b) In the case event of a Third Party Claim, the Indemnifying Party shall be entitled to participate therein and, if it so desires, to assume and control the defense and settlement thereof with counsel selected by reasonably satisfactory to the Indemnifying Indemnified Party. Should . (c) In the event of a Direct Claim, unless the Indemnifying Party so assume notifies the defense Indemnified Party within sixty (60) days of receipt of notice of such claim that it disputes such claim, the amount of such claim shall be conclusively deemed a Third Party Claim, liability of the Indemnifying Party hereunder and shall not be liable paid to the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right immediately. (d) Any and all disputes arising out of any claim to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, provided that the Indemnifying Party indemnification pursuant to this Section 10 shall be permitted to control such defense and any settlement. If the Indemnifying Party does not assume the defense of a Third Party Claim within thirty (30) days following a Claim Notice, the Indemnified Party, by notice to the Indemnifying Party, may employ its own counsel and control the defense of the Third Party Claim and the Indemnifying Party shall be liable for the reasonable fees and disbursements of one counsel employed by the Indemnified Party in each applicable jurisdiction, provided that in any such case the Indemnified Party shall diligently and in good faith contest such Third Party Claim. Whether the Indemnifying Party or the Indemnified Party controls the defense of any Third Party Claim, the parties shall cooperate in the defense thereof. Such cooperation shall include the retention and provision to the counsel of the controlling party of records and information that are reasonably relevant to such Third Party Claim, and making employees available on a commercially reasonable, mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party shall have the right to settle, compromise or discharge a Third Party Claim without the Indemnified Party’s consent if such settlement, compromise or discharge (i) constitutes a complete and unconditional discharge and release of the Indemnified Party, (ii) does not include any statement as to or an admission of fault, culpability or a failure to act by, or on behalf of, any such Indemnified Party and (iii) provides for no relief other than the payment of monetary damages and such monetary damages are paid by the Indemnifying Party (subject to, if Seller is the Indemnifying Party, the Deductible Amount, the Minimum Amount and the Maximum Amount, as provided above). No Third Party Claim may be settled by the Indemnified Party without the written consent of the Indemnifying Party. If the Indemnified Party desires to settle a Third Party Claim, it shall provide the Indemnifying Party with a written document signed by the Person making the Third Party Claim and the Indemnified Party setting forth the terms of the proposed settlement (the “Settlement Offer”). The Indemnifying Party shall not unreasonably withhold its consent to such proposed settlement unless it agrees that it shall indemnify the Indemnified Party with respect to such Third Party Claim resolved in accordance with this the provisions of Section 9, subject to the Maximum Amount, the Minimum Amount and the Deductible Amount, provided that the amount of the final settlement or judgment with respect to such Third Party Claim that is in excess of the amount of the Settlement Offer shall not be subject to the Maximum Amount nor shall it be applied against the Maximum Amount18 below. 9.3.3 If an Indemnified Party has a claim against any Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party shall deliver notice (an “Indemnity Notice”) within thirty (30) days after the Indemnified Party has Knowledge of any claim that the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement describing in reasonable detail the facts giving rise to any claim for indemnification and shall include in such Indemnity Notice the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement upon which such claim is based, provided, however, that failure to timely give such Indemnity Notice shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have (i) been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failure. If the Indemnifying Party disputes its liability with respect to such claim, the Indemnifying Party and the Indemnified Party will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within thirty (30) days, the Indemnified Party may commence an Action in connection therewith.

Method of Asserting Claims. All claims for indemnification under Section 9, other than any Tax Claim (which a) The Indemnified Person shall be asserted and resolved as set forth in Section 9.4) and any Environmental Claim (which shall be asserted and resolved as set forth in Section 9.5), will be asserted and resolved as follows: 9.3.1 Subject give prompt written notification to the provisions Indemnifying Party of each the commencement of Section 9.1 and Section 9.2any action, a party claiming indemnification (the “Indemnified Party”) in respect of, arising out of suit or involving a claim or demand made by proceeding relating to a third party against claim for which the Indemnified Party indemnification pursuant to this Article VIII may be sought (a “the "Third Party Claim”) shall deliver notice (a “Claim Notice”) to the other party (the “Indemnifying Party”) within fifteen (15) Business Days after receipt by the Indemnified Party of written notice of the Third Party Claim"); provided, however, that the failure to timely give provide such Claim Notice notice shall not affect release the indemnification provided hereunder Indemnifying Party from any obligations under this Article VIII except to the extent such Indemnifying Party is materially prejudiced by such failure and shall not relieve such Indemnifying Party from any other obligation or liability that it may have to any Indemnified Person otherwise than under this Article VIII. (b) Any Indemnifying Party shall have the right, at its sole cost and expense, to defend the Indemnified Person against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Person so long as (i) the Indemnifying Party notifies the Indemnified Person in writing within 10 days after the Indemnified Person has given notice of the Third Party Claim that the Indemnifying Party shall indemnify the Indemnified Person from and against the entirety of any Damages the Indemnified Person may suffer resulting from, arising out of, relating to or caused by the Third Party Claim, (ii) the Indemnifying Party provides the Indemnified Person with evidence reasonably acceptable to the Indemnified Person that the Indemnifying Party shall have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (iv) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Person, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Person, and (v) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. If the Indemnifying Party does not assume control of the defense or settlement of any Third Party Claim in the manner described above, it shall be bound by the results obtained by the Indemnified Person with respect to the Third Party Claim. (c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.3(b) above, (i) been prejudiced as a result the Indemnified Person may retain separate co-counsel at its sole cost and expense and participate in the defense of such failure or the Third Party Claim, (ii) forfeited rights the Indemnified Person shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably) and defenses otherwise (iii) the Indemnifying Party shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Person (not to be withheld unreasonably). (d) In the event any of the conditions in Section 8.3(b) above is or becomes unsatisfied, however, (i) the Indemnified Person may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Person need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (ii) the Indemnifying Party shall reimburse the Indemnified Person promptly and periodically for the actually incurred costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (iii) the Indemnifying Party shall remain responsible for any Damages the Indemnified Person may suffer resulting from, arising out of, relating to or caused by the Third Party Claim to the extent provided in this Section 8.3. (e) In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Person shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Person's possession or under the Indemnified Person's control relating thereto as a result of is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Person is, directly or indirectly, conducting the defense against any such failure. 9.3.2 In the case of a Third Party Claim, the Indemnifying Party shall be entitled to assume and control cooperate with the Indemnified Person in such defense and settlement thereof with counsel selected by make available to the Indemnified Person, at the Indemnifying Party. Should 's expense, all such witnesses, records, materials and information in the Indemnifying Party so assume the defense of a Third Party Claim, Party's possession or under the Indemnifying Party shall not be liable to the Indemnified Party for legal expenses subsequently incurred Party's control relating thereto as is reasonably required by the Indemnified Party in connection with the defense thereofPerson. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, provided that the Indemnifying Party shall be permitted to control The party controlling such defense and any settlement. If shall keep the Indemnifying Party does not assume the defense of a Third Party Claim within thirty (30) days following a Claim Notice, the Indemnified Party, by notice to the Indemnifying Party, may employ its own counsel and control the defense other party advised of the status of such Third Party Claim and the Indemnifying Party defense thereof and shall be liable for the reasonable fees and disbursements of one counsel employed by the Indemnified Party in each applicable jurisdiction, provided that in any such case the Indemnified Party shall diligently and consider in good faith contest such Third Party Claim. Whether the Indemnifying Party or the Indemnified Party controls the defense of any Third Party Claim, the parties shall cooperate in the defense thereof. Such cooperation shall include the retention and provision to the counsel of the controlling party of records and information that are reasonably relevant to such Third Party Claim, and making employees available on a commercially reasonable, mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party shall have the right to settle, compromise or discharge a Third Party Claim without the Indemnified Party’s consent if such settlement, compromise or discharge (i) constitutes a complete and unconditional discharge and release of the Indemnified Party, (ii) does not include any statement as to or an admission of fault, culpability or a failure to act by, or on behalf of, any such Indemnified Party and (iii) provides for no relief other than the payment of monetary damages and such monetary damages are paid recommendations made by the Indemnifying Party (subject to, if Seller is the Indemnifying Party, the Deductible Amount, the Minimum Amount and the Maximum Amount, as provided above). No Third Party Claim may be settled by the Indemnified Party without the written consent of the Indemnifying Party. If the Indemnified Party desires to settle a Third Party Claim, it shall provide the Indemnifying Party with a written document signed by the Person making the Third Party Claim and the Indemnified Party setting forth the terms of the proposed settlement (the “Settlement Offer”). The Indemnifying Party shall not unreasonably withhold its consent to such proposed settlement unless it agrees that it shall indemnify the Indemnified Party other party with respect to such Third Party Claim in accordance with this Section 9, subject to the Maximum Amount, the Minimum Amount and the Deductible Amount, provided that the amount of the final settlement or judgment with respect to such Third Party Claim that is in excess of the amount of the Settlement Offer shall not be subject to the Maximum Amount nor shall it be applied against the Maximum Amountthereto. 9.3.3 If an Indemnified Party has a claim against any Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party shall deliver notice (an “Indemnity Notice”) within thirty (30) days after the Indemnified Party has Knowledge of any claim that the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement describing in reasonable detail the facts giving rise to any claim for indemnification and shall include in such Indemnity Notice the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement upon which such claim is based, provided, however, that failure to timely give such Indemnity Notice shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have (i) been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failure. If the Indemnifying Party disputes its liability with respect to such claim, the Indemnifying Party and the Indemnified Party will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within thirty (30) days, the Indemnified Party may commence an Action in connection therewith.

Method of Asserting Claims. The party making a claim under this Article 7 is referred to as the "Indemnified Party" and the party against whom such claims are asserted under this Article 7 is referred to as the "Indemnifying Party". All claims for indemnification by any Indemnified Party under Section 9, other than any Tax Claim (which this Article 7 shall be asserted and resolved as set forth in Section 9.4) and any Environmental Claim (which shall be asserted and resolved as set forth in Section 9.5), will be asserted and resolved as follows: 9.3.1 Subject to (a) In the provisions of each of Section 9.1 and Section 9.2, a party claiming indemnification (the “Indemnified Party”) in respect of, arising out of or involving a event that any claim or demand made for which an Indemnifying Party would be liable to an Indemnified Party hereunder is asserted against or sought to be collected from such Indemnified Party by a third party against the party, said Indemnified Party (a “Third Party Claim”) shall deliver notice (a “Claim Notice”) to the other party (the “Indemnifying Party”) within fifteen (15) Business Days after receipt by days notify in writing the Indemnified Indemnifying Party of written notice such claim or demand, specifying the nature of the Third Party Claimspecific basis for such claim or demand, and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim and demand; any such notice, being the "Claim Notice"); provided, however, that any failure to timely give such Claim Notice shall will not affect be deemed a waiver of any rights of the indemnification provided hereunder Indemnified Party except to the extent the Indemnifying Party shall have (i) been prejudiced as a result rights of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result are actually prejudiced or harmed. The Indemnifying Party may elect to assume the defense of any such claim or demand by delivering written notice to the Indemnified Party of such failure. 9.3.2 In election. Any Indemnified Party is hereby authorized prior to the case date on which it receives written notice from the Indemnifying Party assuming such defense, to retain counsel, whose reasonable fees and expenses shall be at the expense of a Third the Indemnifying Party, to file any motion, answer or other pleading and take such other action which it reasonably shall deem necessary to protect its interests or those of the Indemnifying Party Claim, until the date on which the Indemnified Party receives such notice from the Indemnifying Party. After the Indemnifying Party shall be entitled to assume and control the defense and settlement thereof with counsel selected by the Indemnifying Party. Should the Indemnifying Party so assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to employ retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless the named parties of any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party shall not, in connection with any proceedings or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one such firm for the Indemnified Party (except to the extent the Indemnified Party retained counsel to protect its own expense, separate from (or the Indemnifying Party's) rights prior to the selection of counsel employed by the Indemnifying Party, provided that ). The Indemnified Party agrees to cooperate reasonably with the Indemnifying Party and its counsel in contesting any claim or demand, which the Indemnifying Party defends. No claim or demand may be settled by an Indemnifying Party or, where permitted pursuant to this Agreement, by an Indemnified Party without the consent of the Indemnified Party in the first case or the consent of the Indemnifying Party in the second case, which consent shall not be unreasonably withheld, unless such settlement shall be permitted accompanied by a complete release of the Indemnified Party in the first case or the Indemnifying Party in the second case. (b) In the event any Indemnified Party shall have a claim against any Indemnifying Party hereunder which does not involve a claim or demand being asserted against or sought to control be collected from it by a third party, the Indemnified Party shall send a Claim Notice with respect to such defense and any settlementclaim to the Indemnifying Party. If the Indemnifying Party does not assume the defense of a Third Party Claim dispute such claim within thirty (30) days following a of receipt of the Claim Notice the amount of such claim shall be paid to the Indemnified Party within forty-five (45) days of receipt of the Claim Notice. (c) So long as any right to indemnification exists pursuant to this Article 7, the affected parties each agree to retain all books, records, accounts, instruments and documents reasonably related to the Claim Notice. In each instance, the Indemnified Party, by notice to the Indemnifying Party, may employ its own counsel and control the defense of the Third Party Claim and the Indemnifying Party shall be liable for the reasonable fees and disbursements of one counsel employed by the Indemnified Party in each applicable jurisdiction, provided that in any such case the Indemnified Party shall diligently and in good faith contest such Third Party Claim. Whether the Indemnifying Party or the Indemnified Party controls the defense of any Third Party Claim, the parties shall cooperate in the defense thereof. Such cooperation shall include the retention and provision to the counsel of the controlling party of records and information that are reasonably relevant to such Third Party Claim, and making employees available on a commercially reasonable, mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party shall have the right to settle, compromise or discharge a Third Party Claim without the Indemnified Party’s consent if such settlement, compromise or discharge (i) constitutes a complete and unconditional discharge and release of the Indemnified Party, (ii) does not include any statement as to or an admission of fault, culpability or a failure to act by, or on behalf of, any such Indemnified Party and (iii) provides for no relief other than the payment of monetary damages and such monetary damages are paid be kept informed by the Indemnifying Party (subject to, if Seller is the Indemnifying Party, the Deductible Amount, the Minimum Amount and the Maximum Amount, as provided above). No Third Party Claim may be settled by the Indemnified Party without the written consent of the Indemnifying Party. If the Indemnified Party desires to settle a Third Party Claim, it shall provide the Indemnifying Party with a written document signed by the Person making the Third Party Claim and the Indemnified Party setting forth the terms of the proposed settlement (the “Settlement Offer”). The Indemnifying Party shall not unreasonably withhold its consent to such proposed settlement unless it agrees that it shall indemnify the Indemnified Party legal counsel with respect to all significant matters relating to any legal proceedings. Any information or documents made available to any party hereunder, which information is designated as confidential by the party providing such Third Party Claim in accordance with this Section 9, subject information and which is not otherwise generally available to the Maximum Amountpublic, or which information is not otherwise lawfully obtained from third parties or not already within the Minimum Amount and the Deductible Amount, provided that the amount knowledge of the final settlement party to whom the information is provided (unless otherwise covered by the confidentiality provisions of any other agreement among the parties hereto, or judgment with respect any of them), and except as may be required by applicable law or requested by third party lenders to such Third Party Claim that is in excess of the amount of the Settlement Offer party, shall not be subject to the Maximum Amount nor shall it be applied against the Maximum Amount. 9.3.3 If an Indemnified Party has a claim against any Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party shall deliver notice (an “Indemnity Notice”) within thirty (30) days after the Indemnified Party has Knowledge of any claim that the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement describing in reasonable detail the facts giving rise disclosed to any claim third Person (except for indemnification and shall include in such Indemnity Notice the amount or the method of computation representatives of the amount of party being provided with the information, in which event the party being provided with the information shall request its representatives not to disclose any such claim, and a reference information which it otherwise required hereunder to the provision of this Agreement upon which such claim is based, provided, however, that failure to timely give such Indemnity Notice shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have (i) been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failure. If the Indemnifying Party disputes its liability with respect to such claim, the Indemnifying Party and the Indemnified Party will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within thirty (30) days, the Indemnified Party may commence an Action in connection therewithbe kept confidential).

Method of Asserting Claims. All claims for indemnification under this Section 9, other than 7 by any Tax Claim person entitled to indemnification (which shall be asserted and resolved as set forth in an “Indemnified Party”) under this Section 9.4) and any Environmental Claim (which shall be asserted and resolved as set forth in Section 9.5), 7 will be asserted and resolved as follows: 9.3.1 Subject to (a) In the provisions of each of Section 9.1 and Section 9.2event any claim or demand, for which a party claiming indemnification Party hereto (the an “Indemnified Indemnifying Party”) in respect ofwould be liable for the Damages to an Indemnified Party, arising out of is asserted against or involving a claim or demand made sought to be collected from an Indemnified Party by a third party against person other than the Indemnified Party Sellers, Buyer or their Affiliates (a “Third Party Claim”) ), the Indemnified Party shall deliver give a notice of its claim (a “Claim Notice”) to the other party Indemnifying Party within thirty (the “Indemnifying Party”30) within fifteen (15) Business Days calendar days after receipt by the Indemnified Party of receives written notice of the such Third Party Claim; provided, however, that failure to timely give such Claim Notice notice shall not affect be given by the indemnification provided hereunder except to the extent the Indemnifying Indemnified Party shall have (i) been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failure. 9.3.2 In the case within fifteen (15) calendar days after receipt of a Third Party Claimcomplaint, petition or institution of other formal legal action against the Indemnifying Party shall be entitled to assume and control the defense and settlement thereof with counsel selected by the Indemnifying Indemnified Party. Should the Indemnifying Party so assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for legal expenses subsequently incurred Such notice by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, provided that the Indemnifying Party shall be permitted to control such defense and any settlement. If the Indemnifying Party does not assume the defense of a Third Party Claim within thirty (30) days following a Claim Notice, the Indemnified Party, by notice to the Indemnifying Party, may employ its own counsel and control the defense of will describe the Third Party Claim and in reasonable detail, will include the Indemnifying Party shall be liable justification for the reasonable fees demand for indemnification under this Agreement with specificity, will include copies of all available material written evidence thereof, and disbursements will indicate the estimated amount, if reasonably practicable, of one counsel employed the Losses that have been or may be sustained by the Indemnified Party in each applicable jurisdiction, provided that in any such case the Indemnified Party shall diligently and in good faith contest such Third Party Claim. Whether the Indemnifying Party or the Indemnified Party controls the defense of any Third Party Claim, the parties shall cooperate in the defense thereof. Such cooperation shall include the retention and provision to the counsel of the controlling party of records and information that are reasonably relevant to such Third Party Claim, and making employees available on a commercially reasonable, mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party shall have the right to settle, compromise or discharge a Third Party Claim without the Indemnified Party’s consent if such settlement, compromise or discharge (i) constitutes a complete and unconditional discharge and release of the Indemnified Party, (ii) does not include any statement as to or an admission of fault, culpability or a failure to act by, or on behalf of, any such Indemnified Party and (iii) provides for no relief other than the payment of monetary damages and such monetary damages are paid by the Indemnifying Party (subject to, if Seller is the Indemnifying Party, the Deductible Amount, the Minimum Amount and the Maximum Amount, as provided above). No Third Party Claim may be settled by the Indemnified Party without the written consent of the Indemnifying Party. If the Indemnified Party desires fails to settle a Third Party Claim, it shall provide the Indemnifying Claim Notice within such applicable time period after the Indemnified Party with a receives written document signed by the Person making the notice of such Third Party Claim and thereby materially impairs the Indemnified Party setting forth Indemnifying Party’s ability to protect its interests, the terms of the proposed settlement (the “Settlement Offer”). The Indemnifying Party shall will not unreasonably withhold its consent be obligated to such proposed settlement unless it agrees that it shall indemnify the Indemnified Party with respect to such Third Party Claim. The Indemnifying Party will notify the Indemnified Party within thirty (30) calendar days after receipt of the Claim Notice (the “Notice Period”) whether the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against such Third Party Claim. (i) If the Indemnifying Party notifies the Indemnified Party within the Notice Period that the Indemnifying Party desires to defend the Indemnified Party with respect to the Third Party Claim pursuant to this Section 7.4(a), then the Indemnifying Party will have the right to defend, at its sole cost and expense, such Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted by the Indemnifying Party to a final conclusion or will be settled at the discretion of the Indemnifying Party. The Indemnifying Party will have full control of such defense and proceedings, including any compromise or settlement thereof. Notwithstanding the foregoing, the Indemnified Party may, at its sole cost and expense, file during the Notice Period any motion, answer or other pleadings that the Indemnified Party may deem necessary or appropriate to protect its interests or those of the Indemnifying Party and which is not prejudicial, in the reasonable judgment of the Indemnifying Party, to the Indemnifying Party. Except as provided in Section 7.4(a)(ii) hereof, if an Indemnified Party takes any such action that is prejudicial and causes a final adjudication that is adverse to the Indemnifying Party, the Indemnifying Party will be relieved of its obligations hereunder with respect to the portion of such Third Party Claim prejudiced by the Indemnified Party’s action. If requested by the Indemnifying Party, the Indemnified Party agrees, at the sole cost and expense of the Indemnifying Party, to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, or, if appropriate and related to the Third Party Claim in accordance with question, in making any counterclaim against the person asserting the Third Party Claim, or any cross-complaint against any person (other than the Indemnified Party or any of its Affiliates). The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 97.4(a)(i), subject and except as specifically provided in this Section 7.4(a)(i), the Indemnified Party will bear its own costs and expenses with respect to such participation. (ii) If the Indemnifying Party fails to notify the Indemnified Party within the Notice Period that the Indemnifying Party desires to defend the Indemnified Party pursuant to this Section 7.4(a), or if the Indemnifying Party gives such notice but fails to prosecute diligently or settle the Third Party Claim, or if the Indemnifying Party fails to give any notice whatsoever within the Notice Period, then the Indemnified Party will have the right to defend, at the sole cost and expense of the Indemnifying Party, the Third Party Claim by all appropriate proceedings, which proceedings will be promptly and reasonably prosecuted by the Indemnified Party to a final conclusion or will be settled at the discretion of the Indemnified Party. The Indemnified Party will have full control of such defense and proceedings, including any compromise or settlement thereof; provided, however, that if requested by the Indemnified Party, the Indemnifying Party agrees, at the sole cost and expense of the Indemnifying Party, to cooperate with the Indemnified Party and its counsel in contesting any Third Party Claim which the Indemnified Party is contesting, or, if appropriate and related to the Maximum AmountThird Party Claim in question, in making any counterclaim against the Minimum Amount and person asserting the Deductible AmountThird Party Claim, provided or any cross-complaint against any person (other than the Indemnifying Party or any of its Affiliates). Notwithstanding the foregoing provisions of this Section 7.4(a)(ii), if the Indemnifying Party has notified the Indemnified Party with reasonable promptness that the amount of Indemnifying Party disputes its liability to the final settlement or judgment Indemnified Party with respect to such Third Party Claim that and if such dispute is resolved in excess favor of the amount Indemnifying Party, the Indemnifying Party will not be required to bear the costs and expenses of the Settlement Offer shall not be subject Indemnified Party’s defense pursuant to this Section 7.4(a)(ii). Subject to the Maximum Amount nor above terms of this Section 7.4(a)(ii), the Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 7.4(a)(ii), and the Indemnifying Party will bear its own costs and expenses with respect to such participation. The Indemnified Party shall it be applied against give sufficient prior notice to the Maximum AmountIndemnifying Party of the initiation of any discussions relating to the settlement of a Third Party Claim to allow the Indemnifying Party to participate therein. 9.3.3 If an (b) In the event any Indemnified Party has should have a claim against any Indemnifying Party hereunder that does not involve a Third Party ClaimClaim being asserted against or sought to be collected from the Indemnified Party, the Indemnified Party shall deliver notice (an Indemnity Notice to the Indemnifying Party. The term “Indemnity Notice”” shall mean written notification of a claim for indemnity under Section 7 hereof (which claim does not involve a Third Party Claim) within thirty (30) days after the by an Indemnified Party has Knowledge to an Indemnifying Party pursuant to this Section 7.4, specifying the nature of any and specific basis for such claim that the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement describing in reasonable detail the facts giving rise to any claim for indemnification and shall include in such Indemnity Notice the amount or the method of computation of the estimated amount of such claim, and a reference . The failure by any Indemnified Party to give the provision of this Agreement upon which such claim is based, provided, however, that failure to timely give such Indemnity Notice shall not affect the indemnification provided impair such party’s rights hereunder except to the extent the that an Indemnifying Party shall have (i) demonstrates that it has been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failure. If the Indemnifying Party disputes its liability with respect to such claim, the Indemnifying Party and the Indemnified Party will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within thirty (30) days, the Indemnified Party may commence an Action in connection therewiththereby.

Method of Asserting Claims. All claims for indemnification by any Indemnified Party under Section 9, other than any Tax Claim (which this Article VII shall be asserted and resolved as set forth in Section 9.4) and any Environmental Claim (which shall be asserted and resolved as set forth in Section 9.5), will be asserted and resolved as follows: 9.3.1 Subject to the provisions of each of Section 9.1 and Section 9.2, a party claiming indemnification (the “Indemnified Party”a) in respect of, arising out of or involving a claim or demand made by a third party against the If an Indemnified Party (a “Third intends to seek indemnification under this Article VII, it shall promptly notify the Indemnifying Party Claim”) shall deliver notice (a “Claim Notice”) to the other party (the “Indemnifying Party”) within fifteen (15) Business Days after receipt by the Indemnified Party in writing of written notice of the Third Party Claim; provided, however, that such claim. The failure to timely give provide such Claim Notice shall notice will not affect the indemnification provided any rights hereunder except to the extent the Indemnifying Party shall have (i) been is materially prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failurethereby. 9.3.2 In the case of a Third (b) The Indemnified Party Claim, and the Indemnifying Party shall be entitled make a bona fide attempt to assume and control the defense and settlement thereof with counsel selected by the Indemnifying Party. Should the Indemnifying Party so assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party settle any claim for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, provided that the Indemnifying Party shall be permitted to control such defense and any settlement. If the Indemnifying Party does not assume the defense of a Third Party Claim indemnification amicably through negotiations within thirty (30) days following a Claim Notice, the Indemnified Party, by notice of its submission to the Indemnifying Party, may employ its own counsel and control the defense of the Third Party Claim and the Indemnifying Party shall be liable for the reasonable fees and disbursements of one counsel employed by the Indemnified Party in each applicable jurisdiction, provided that in any such case the Indemnified Party shall diligently and in good faith contest such Third Party Claim. Whether the Indemnifying Party or the Indemnified Party controls the defense of any Third Party Claim, the parties shall cooperate in the defense thereof. Such cooperation shall include the retention and provision to the counsel of the controlling party of records and information that are reasonably relevant to such Third Party Claim, and making employees available on a commercially reasonable, mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party shall have the right to settle, compromise or discharge a Third Party Claim without the Indemnified Party’s consent if such settlement, compromise or discharge (i) constitutes a complete and unconditional discharge and release of the Indemnified Party, (ii) does not include any statement as to or an admission of fault, culpability or a failure to act by, or on behalf of, any such Indemnified Party and (iii) provides for no relief other than the payment of monetary damages and such monetary damages are paid by the Indemnifying Party (subject to, if Seller is the Indemnifying Party, the Deductible Amount, the Minimum Amount and the Maximum Amount, as provided above). No Third Party Claim may be settled by the Indemnified Party without the written consent of the Indemnifying Party. If the claim has not been settled within thirty (30) days or within such other period as the Indemnified Party desires to settle a Third Party Claim, it shall provide and the Indemnifying Party with may agree in writing then such claim shall be submitted to mediation under the Commercial Mediation Rules of the AAA in New York, New York prior to seeking relief from a written document signed by the Person making the Third Party Claim and court of competent jurisdiction. Either the Indemnified Party setting forth or the terms Indemnifying Party may submit a demand for mediation. If within sixty (60) days after service of a written demand for mediation, the mediation does not result in settlement of the proposed settlement (dispute or difference, the “Settlement Offer”). The Indemnified Party or the Indemnifying Party shall not unreasonably withhold may seek relief from a court of competent jurisdiction in accordance with Section 9.8. (c) If such claim involves a claim by a third party against the Indemnified Party, the Indemnifying Party may, within ten (10) calendar days after receipt of such notice and upon notice to the Indemnified Party, assume, with counsel reasonably satisfactory to the Indemnified Party, at the sole cost and expense of the Indemnifying Party, the settlement or defense thereof; provided, that (ii) the Indemnifying Party acknowledges its consent obligation to such proposed settlement unless it agrees that it shall indemnify the Indemnified Party with respect to such Third Party Claim in accordance with this Section 9, claim subject to the Maximum Amount, the Minimum Amount terms and the Deductible Amount, provided that the amount conditions of the final settlement or judgment with respect to such Third Party Claim that is in excess of the amount of the Settlement Offer shall not be subject to the Maximum Amount nor shall it be applied against the Maximum Amount. 9.3.3 If an Indemnified Party has a claim against any Indemnifying Party that does not involve a Third Party Claim, this Article VII and (iii) the Indemnified Party shall deliver notice (an “Indemnity Notice”) within thirty (30) days after may participate at its own costs in such settlement or defense through counsel chosen by it. If the Indemnified Party has Knowledge of any claim determines in good faith that the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement describing in reasonable detail the facts giving rise to any claim for indemnification and shall include in such Indemnity Notice the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement upon which such claim is based, provided, however, that failure to timely give such Indemnity Notice shall not affect the indemnification provided hereunder except to the extent representation by the Indemnifying Party shall have (i) been prejudiced as a result Party’s counsel of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failure. If the Indemnifying Party disputes its liability with respect to such claim, both the Indemnifying Party and the Indemnified Party will proceed may present such counsel with a conflict of interest, then the Indemnifying Party shall pay the reasonable fees and expenses of the Indemnified Party’s counsel. Notwithstanding the foregoing, (A) the Indemnified Party may, at the sole cost and expense of the Indemnified Party, at any time prior to the Indemnifying Party’s delivery of the notice referred to in the first sentence of this Section 7.5(b), file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests, (B) the Indemnified Party may take over the control of the defense or settlement of a third-party claim (other than claims brought by a Taxing Authority against a Purchaser Indemnified Party) at any time if it irrevocably waives its right to indemnity under this Article VII with respect to such claim, except for claims by a Purchaser Indemnified Party in respect of Taxes and (C) the Indemnifying Party may not, without the consent of the Indemnified Party, settle or compromise any action or consent to the entry of any judgment, such consent not to be unreasonably delayed or withheld. So long as the Indemnifying Party is contesting any such claim in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within thirty (30) daysfaith, the Indemnified Party shall not pay or settle any such claim without the Indemnifying Party’s consent, such consent not to be unreasonably delayed or withheld. If the Indemnifying Party is not entitled to assume the defense of the claim pursuant to the foregoing provisions or is entitled but does not contest such claim in good faith (including if it does not notify the Indemnified Party of its assumption of the defense of such claim within the ten-day period set forth above), then the Indemnified Party may commence an Action conduct and control, through counsel of its own choosing and at the expense of the Indemnifying Party, the settlement or defense thereof, and the Indemnifying Party shall cooperate with it in connection therewith. The failure of the Indemnified Party to participate in, conduct or control such defense shall not relieve the Indemnifying Party of any obligation it may have hereunder. Any defense costs required to be paid by the Indemnifying Party shall be paid as incurred, promptly against delivery of invoices therefor.

Method of Asserting Claims. All claims for indemnification by any Indemnified Party under Section 9, other than any Tax Claim (which shall be asserted and resolved as set forth in Section 9.4) and any Environmental Claim (which shall be asserted and resolved as set forth in Section 9.5), 10.01 will be asserted and resolved as follows: 9.3.1 Subject to : In the provisions of each of Section 9.1 and Section 9.2, a party claiming indemnification (the “Indemnified Party”) in respect of, arising out of or involving a event any claim or demand made in respect of which an Indemnifying Party might seek indemnity under Section 10.01 is asserted against or sought to be collected from such Indemnified Party by a third party against Person other than Seller, the Indemnified Party Company, Purchaser or any Affiliate of any Seller or Purchaser (a “"Third Party Claim”) shall deliver notice (a “Claim Notice”) to the other party (the “Indemnifying Party”) within fifteen (15) Business Days after receipt by the Indemnified Party of written notice of the Third Party Claim; provided, however, that failure to timely give such Claim Notice shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have (i) been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failure. 9.3.2 In the case of a Third Party Claim, the Indemnifying Party shall be entitled to assume and control the defense and settlement thereof with counsel selected by the Indemnifying Party. Should the Indemnifying Party so assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes such defense"), the Indemnified Party shall have the right to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, provided that the Indemnifying Party shall be permitted to control such defense and any settlement. If the Indemnifying Party does not assume the defense of a Third Party Claim within thirty (30) days following deliver a Claim Notice, the Indemnified Party, by notice Notice with reasonable promptness to the Indemnifying Party, may employ its own counsel and control the defense of the Third Party Claim and the Indemnifying Party shall be liable for the reasonable fees and disbursements of one counsel employed by the Indemnified Party in each applicable jurisdiction, provided that in any such case the Indemnified Party shall diligently and in good faith contest such Third Party Claim. Whether the Indemnifying Party or the Indemnified Party controls the defense of any Third Party Claim, the parties shall cooperate in the defense thereof. Such cooperation shall include the retention and provision to the counsel of the controlling party of records and information that are reasonably relevant to such Third Party Claim, and making employees available on a commercially reasonable, mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party shall have the right to settle, compromise or discharge a Third Party Claim without the Indemnified Party’s consent if such settlement, compromise or discharge (i) constitutes a complete and unconditional discharge and release of the Indemnified Party, (ii) does not include any statement as to or an admission of fault, culpability or a failure to act by, or on behalf of, any such Indemnified Party and (iii) provides for no relief other than the payment of monetary damages and such monetary damages are paid by the Indemnifying Party (subject to, if Seller is the Indemnifying Party, the Deductible Amount, the Minimum Amount and the Maximum Amount, as provided above). No Third Party Claim may be settled by the Indemnified Party without the written consent of the Indemnifying Party. If the Indemnified Party desires fails to settle a provide the Claim Notice with reasonable promptness after the Indemnified Party receives notice of such Third Party Claim, it shall provide the Indemnifying Party with a written document signed by the Person making the Third Party Claim and the Indemnified Party setting forth the terms of the proposed settlement (the “Settlement Offer”). The Indemnifying Party shall will not unreasonably withhold its consent be obligated to such proposed settlement unless it agrees that it shall indemnify the Indemnified Party with respect to such Third Party Claim in accordance to the extent that the Indemnifying Party's ability to defend has been irreparably prejudiced by such failure of the Indemnified Party. The Indemnifying Party will notify the Indemnified Party as soon as practicable within the Dispute Period whether the Indemnifying Party disputes its liability to the Indemnified Party under Section 10.01 and whether the Indemnifying Party desires, at its sole cost and expense, to defend the Indemnified Party against such Third Party Claim. If the Indemnifying Party notifies the Indemnified Party within the Dispute Period that the Indemnifying Party desires to defend the Indemnified Party with respect to the Third Party Claim pursuant to this Section 910.02(a), subject then the Indemnifying Party will have the right to defend, with counsel reasonably satisfactory to the Maximum AmountIndemnified Party, at the sole cost and expense of the Indemnifying Party, such Third Party Claim by all appropriate proceedings, which proceedings will be vigorously and diligently prosecuted by the Indemnifying Party to a final conclusion or will be settled at the discretion of the Indemnifying Party (but only with the consent of the Indemnified Party in the case of any settlement that provides for any relief other than the payment of monetary damages or that provides for the payment of monetary damages as to which the Indemnified Party will not be indemnified in full pursuant to Section 10.01). The Indemnifying Party will have full control of such defense and proceedings, including any compromise or settlement thereof; provided, however, that the Indemnified Party may, at the sole cost and expense of the Indemnified Party, at any time prior to the Indemnifying Party's delivery of the notice referred to in the first sentence of this clause (i), file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests; and provided further, that if requested by the Indemnifying Party, the Minimum Amount Indemnified Party will, at the sole cost and expense of the Deductible AmountIndemnifying Party, provided provide reasonable cooperation to the Indemnifying Party in contesting any Third Party Claim that the amount Indemnifying Party elects to contest. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this clause (i), and except as provided in the preceding sentence, the Indemnified Party will bear its own costs and expenses with respect to such participation. Notwithstanding the foregoing, the Indemnified Party may take over the control of the final defense or settlement of a Third Party Claim at any time if it irrevocably waives its right to indemnity under Section 10.01 with respect to such Third Party Claim. If the Indemnifying Party fails to notify the Indemnified Party within the Dispute Period that the Indemnifying Party desires to defend the Third Party Claim pursuant to Section 10.02(a), or judgment if the Indemnifying Party gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, or if the Indemnifying Party fails to give any notice whatsoever within the Dispute Period, then the Indemnified Party will have the right to defend, at the sole cost and expense of the Indemnifying Party, the Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted by the Indemnified Party in a reasonable manner and in good faith or will be settled at the discretion of the Indemnified Party (with the consent of the Indemnifying Party, which consent will not be unreasonably withheld). The Indemnified Party will have full control of such defense and proceedings, including any compromise or settlement thereof; provided, however, that if requested by the Indemnified Party, the Indemnifying Party will, at the sole cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnified Party and its counsel in contesting any Third Party Claim which the Indemnified Party is contesting. Notwithstanding the foregoing provisions of this clause (ii), if the Indemnifying Party has notified the Indemnified Party within the Dispute Period that the Indemnifying Party disputes its liability hereunder to the Indemnified Party with respect to such Third Party Claim that and if such dispute is resolved in excess favor of the amount Indemnifying Party in the manner provided in clause (iii) below, the Indemnifying Party will not be required to bear the costs and expenses of the Settlement Offer shall Indemnified Party's defense pursuant to this clause (ii) or of the Indemnifying Party's participation therein at the Indemnified Party's request, and the Indemnified Party will reimburse the Indemnifying Party in full for all reasonable costs and expenses incurred by the Indemnifying Party in connection with such litigation. The Indemnifying Party may participate in, but not be subject control, any defense or settlement controlled by the Indemnified Party pursuant to this clause (ii), and the Indemnifying Party will bear its own costs and expenses with respect to such participation. If the Indemnifying Party notifies the Indemnified Party that it does not dispute its liability to the Maximum Amount nor shall it be applied against the Maximum Amount. 9.3.3 If an Indemnified Party has a claim against any with respect to the Third Party Claim under Section 10.01 or fails to notify the Indemnified Party within the Dispute Period whether the Indemnifying Party that does not involve a disputes its liability to the Indemnified Party with respect to such Third Party Claim, the Indemnified Loss in the amount specified in the Claim Notice will be conclusively deemed a liability of the Indemnifying Party under Section 10.01 and the Indemnifying Party shall deliver notice (an “Indemnity Notice”) within thirty (30) days after the Indemnified Party has Knowledge of any claim that the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement describing in reasonable detail the facts giving rise to any claim for indemnification and shall include in such Indemnity Notice the amount or the method of computation of pay the amount of such claim, and a reference Loss to the provision of this Agreement upon which such claim is based, provided, however, that failure to timely give such Indemnity Notice shall not affect the indemnification provided hereunder except to the extent the Indemnifying Indemnified Party shall have (i) been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failureon demand. If the Indemnifying Party disputes has timely disputed its liability with respect to such claim, the Indemnifying Party and the Indemnified Party will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within the Resolution Period, such dispute shall be resolved by arbitration in accordance with paragraph (c) of this Section 10.02. In the event any Indemnified Party should have a claim under Section 10.01 against any Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party shall deliver an Indemnity Notice with reasonable promptness to the Indemnifying Party. The failure by any Indemnified Party to give the Indemnity Notice shall not impair such party's rights hereunder except to the extent that an Indemnifying Party demonstrates that it has been irreparably prejudiced thereby. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the claim described in such Indemnity Notice or fails to notify the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes the claim described in such Indemnity Notice, the Loss in the amount specified in the Indemnity Notice will be conclusively deemed a liability of the Indemnifying Party under Section 10.01 and the Indemnifying Party shall pay the amount of such Loss to the Indemnified Party on demand. If the Indemnifying Party has timely disputed its liability with respect to such claim, the Indemnifying Party and the Indemnified Party will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within the Resolution Period, such dispute shall be resolved by arbitration in accordance with paragraph (c) of this Section 10.02. Any dispute submitted to arbitration pursuant to this Section 10.02 shall be finally and conclusively determined by the decision of a board of arbitration consisting of three (3) members (hereinafter sometimes called the "Board of Arbitration") selected as hereinafter provided. Each of the Indemnified Party and the Indemnifying Party shall select one (1) member and the third member shall be selected by mutual agreement of the other members, or if the other members fail to reach agreement on a third member within twenty (20) days after their selection, such third member shall thereafter be selected by the ICC (as defined in Section 13.12) upon application made to it for such purpose by the Indemnified Party. The Board of Arbitration shall meet in Hong Kong or such other place as a majority of the members of the Board of Arbitration determines more appropriate, and shall reach and render a decision in writing (concurred in by a majority of the members of the Board of Arbitration) with respect to the amount, if any, which the Indemnifying Party is required to pay to the Indemnified Party in respect of a claim filed by the Indemnified Party. In connection with rendering its decisions, the Board of Arbitration shall adopt and follow such rules and procedures as a majority of the members of the Board of Arbitration deems necessary or appropriate. To the extent practical, decisions of the Board of Arbitration shall be rendered no more than thirty (30) days, calendar days following commencement of proceedings with respect thereto. The Board of Arbitration shall cause its written decision to be delivered to the Indemnified Party may commence an Action and the Indemnifying Party. Any decision made by the Board of Arbitration (either prior to or after the expiration of such thirty (30) calendar day period) shall be final, binding and conclusive on the Indemnified Party and the Indemnifying Party and entitled to be enforced to the fullest extent permitted by law and entered in connection therewithany court of competent jurisdiction. Each party to any arbitration shall bear its own expense in relation thereto, including but not limited to such party's attorneys' fees, if any, and the expenses and fees of the member of the Board of Arbitration appointed by such party, provided, however, that the expenses and fees of the third member of the Board of Arbitration and any other expenses of the Board of Arbitration not capable of being attributed to any one member shall be borne in equal parts by the Indemnifying Party and the Indemnified Party.

Method of Asserting Claims. All claims for indemnification under Section 9As used herein, other than any Tax Claim (which shall be asserted and resolved as set forth in Section 9.4) and any Environmental Claim (which shall be asserted and resolved as set forth in Section 9.5), will be asserted and resolved as follows: 9.3.1 Subject to the provisions of each of Section 9.1 and Section 9.2, a party claiming indemnification (the an “Indemnified Party”) in respect of, arising out of or involving ” shall refer to a claim or demand made by a third party against the Buyer Indemnified Party (or a “Third Party Claim”) shall deliver notice (a “Claim Notice”) to the other party (Seller Indemnified Party, as applicable, and the “Indemnifying Party” shall refer to the Party or Parties obligated to indemnify such Indemnified Party. (a) In the event that any Indemnified Party receives notice of the assertion or commencement of any Proceeding made or instituted by any third party (any such third party Proceeding being referred to as a “Claim”) against such Indemnified Party with respect to which the Indemnifying Party is or may be obligated to provide indemnification under this Agreement, then such Indemnified Party shall give the Indemnifying Party prompt written notice thereof. The failure to give such notice shall not relieve the Indemnifying Party of its indemnification obligations hereunder, except and only to the extent that the Indemnifying Party forfeits material rights or defenses by reason of such failure. The Indemnifying Party shall be entitled to contest and assume the defense of such Claim at the Indemnifying Party’s sole expense, provided, that the Indemnifying Party (i) has a reasonable basis for concluding that such defense may be successful, (ii) diligently contests and defends such Claim, and (iii) agrees in writing to indemnify the Indemnified Party with respect to all Losses arising from such Claim. Notice of the intention to contest and assume the defense of such Claim shall be given by the Indemnifying Party to the Indemnified Party within fifteen ten (1510) days after the Indemnified Party’s notice of such Claim (but, in any event, at least five (5) Business Days after receipt prior to the date that an answer to such Claim is due to be filed). Such contest and defense shall be conducted by reputable attorneys reasonably acceptable to the Indemnified Party of written notice of the Third Party Claim; provided, however, that failure to timely give such Claim Notice shall not affect the indemnification provided hereunder except to the extent employed by the Indemnifying Party shall have (i) been prejudiced as a result of such failure or (ii) forfeited rights at the Indemnifying Party’s sole cost and defenses otherwise available to expense. If the Indemnifying Party as a result of fails to give such failure. 9.3.2 In notice or assume such defense, then the case Indemnified Party shall be entitled to undertake such defense and seek indemnification from the Indemnifying Party for any and all Losses based upon, arising from or relating to such Claim. If the Indemnifying Party elects to contest and assume the defense of a Third Claim, the Indemnified Party shall be entitled at any time, at its own cost and expense (which expense shall not constitute a Loss unless the Indemnified Party reasonably determines that the Indemnifying Party is not adequately representing or, because of a conflict of interest, may not adequately represent, any interests of the Indemnified Party), to participate in such contest and defense and to be represented by attorneys of its or their own choosing. Notwithstanding the foregoing, if (A) a Claim involves criminal liability, seeks equitable relief or any non-monetary remedy or award, (B) the subject matter of a Claim relates to the ongoing business of any of the Indemnified Parties, (C) the Indemnifying Party fails to provide the Indemnified Party with reasonable assurance of the Indemnifying Party’s financial capacity to diligently defend such Claim, or (D) the conduct of the defense of the Claim by the Indemnifying Party could reasonably be expected to prejudice the rights or obligations of the Indemnified Party, then, in each such case, the Indemnified Party alone shall be entitled to contest, defend and settle such Claim in the first instance and, if the Indemnified Party does not contest, defend or settle such Claim, the Indemnifying Party shall be entitled then have the right to assume contest and control the defense defend (but not settle) such Claim. (b) The Indemnifying Parties and settlement thereof with counsel selected by the Indemnifying Party. Should the Indemnifying Party so assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party Parties shall cooperate with each other in all reasonable respects in connection with the defense thereof. If of any Claim, including making available (subject to the provisions of Section ‎9.2 of this Agreement, records relating to such Claim, and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses)) to the defending party the representatives of the non-defending party as may be reasonably necessary for the preparation of the defense of such Claim. (c) Neither the Indemnified Party nor the Indemnifying Party assumes such defensemay concede, settle or compromise any Claim without the consent of the other party, which consent will not be unreasonably withheld or delayed. (d) If any Indemnified Party has a claim which does not result from a Claim, the Indemnified Party shall have the right deliver a notice of such claim to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, provided setting forth in reasonable detail the identity, nature and estimated amount of Losses (if reasonably determinable) related to such claim or claims, with reasonable promptness and in all events prior to the expiration of the Indemnifying Party’s indemnification obligation hereunder. 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 forfeits rights or defenses by reason of such failure. The Indemnifying Party shall be permitted have fifteen (15) days after its receipt of such notice to control respond in writing to such defense and any settlementclaim. If the Indemnifying Party does not assume so respond within such fifteen (15) day period, the defense Indemnifying Party shall be deemed to have accepted such claim, in which case the Indemnified Party shall be entitled to indemnification in the amount of such Claim, subject to the terms and conditions of this Agreement. If a Third timely objection is made in writing in accordance with this Section ‎6.6(d), the Indemnified Party Claim within shall have fifteen (15) days to respond in a written statement to the objection. If, after such fifteen (15) day period, there remains a dispute as to the claim, the Parties shall attempt in good faith for thirty (30) days following a Claim Notice, to agree upon the Indemnified Party, by notice to the Indemnifying Party, may employ its own counsel and control the defense rights of the Third Party Claim and the Indemnifying Party shall be liable for the reasonable fees and disbursements of one counsel employed by the Indemnified Party in each applicable jurisdiction, provided that in any such case the Indemnified Party shall diligently and in good faith contest such Third Party Claim. Whether the Indemnifying Party or the Indemnified Party controls the defense of any Third Party Claim, the parties shall cooperate in the defense thereof. Such cooperation shall include the retention and provision to the counsel of the controlling party of records and information that are reasonably relevant to such Third Party Claim, and making employees available on a commercially reasonable, mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party shall have the right to settle, compromise or discharge a Third Party Claim without the Indemnified Party’s consent if such settlement, compromise or discharge (i) constitutes a complete and unconditional discharge and release of the Indemnified Party, (ii) does not include any statement as to or an admission of fault, culpability or a failure to act by, or on behalf of, any such Indemnified Party and (iii) provides for no relief other than the payment of monetary damages and such monetary damages are paid by the Indemnifying Party (subject to, if Seller is the Indemnifying Party, the Deductible Amount, the Minimum Amount and the Maximum Amount, as provided above). No Third Party Claim may be settled by the Indemnified Party without the written consent of the Indemnifying Party. If the Indemnified Party desires to settle a Third Party Claim, it shall provide the Indemnifying Party with a written document signed by the Person making the Third Party Claim and the Indemnified Party setting forth the terms of the proposed settlement (the “Settlement Offer”). The Indemnifying Party shall not unreasonably withhold its consent to such proposed settlement unless it agrees that it shall indemnify the Indemnified Party Parties with respect to such Third Party Claim in accordance with this Section 9, subject to the Maximum Amount, the Minimum Amount and the Deductible Amount, provided that the amount of the final settlement or judgment with respect to such Third Party Claim that is in excess of the amount of the Settlement Offer shall not be subject to the Maximum Amount nor shall it be applied against the Maximum Amounteach claim before pursuing any other remedies. 9.3.3 If an Indemnified Party has a claim against any Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party shall deliver notice (an “Indemnity Notice”) within thirty (30) days after the Indemnified Party has Knowledge of any claim that the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement describing in reasonable detail the facts giving rise to any claim for indemnification and shall include in such Indemnity Notice the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement upon which such claim is based, provided, however, that failure to timely give such Indemnity Notice shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have (i) been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failure. If the Indemnifying Party disputes its liability with respect to such claim, the Indemnifying Party and the Indemnified Party will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within thirty (30) days, the Indemnified Party may commence an Action in connection therewith.

Method of Asserting Claims. All claims As used herein, an "Indemnified Party" shall refer to a "Investor Indemnified Party" or "Company Indemnified Party," as applicable, the "Notifying Party" shall refer to the party hereto whose Indemnified Parties are entitled to indemnification hereunder, and the "Indemnifying Party" shall refer to the party hereto obligated to indemnify such Notifying Party's Indemnified Parties. (a) In the event that any of the Indemnified Parties is made a defendant in or party to any action or proceeding, judicial or administrative, instituted by any third party for indemnification under Section 9the liability or the costs or expenses of which are Losses (any such third party action or proceeding being referred to as a "Claim"), other than the Notifying Party shall give the Indemnifying Party prompt notice thereof. The failure to give such notice shall not affect any Tax Claim (which Indemnified Party's ability to seek reimbursement unless such failure has materially and adversely affected the Indemnifying Party's ability to defend successfully a Claim. The Indemnifying Party shall be asserted entitled to contest and resolved as set forth in Section 9.4) and any Environmental Claim (which shall be asserted and resolved as set forth in Section 9.5), will be asserted and resolved as follows: 9.3.1 Subject to the provisions of each of Section 9.1 and Section 9.2, a party claiming indemnification (the “Indemnified Party”) in respect of, arising out of or involving a claim or demand made by a third party against the Indemnified Party (a “Third Party Claim”) shall deliver notice (a “Claim Notice”) to the other party (the “Indemnifying Party”) within fifteen (15) Business Days after receipt by the Indemnified Party of written notice of the Third Party defend such Claim; provided, however, that failure the Indemnifying Party (i) has a reasonable basis for concluding that such defense may be successful and (ii) diligently contests and defends such Claim. Notice of the intention so to timely give contest and defend shall be given by the Indemnifying Party to the Notifying Party within 20 business days after the Notifying Party's notice of such Claim Notice (but, in all events, at least five business days prior to the date that an answer to such Claim is due to be filed). Such contest and defense shall be conducted by reputable attorneys employed by the Indemnifying Party. The Notifying Party shall be entitled at any time, at its own cost and expense (which expense shall not affect constitute a Loss unless the indemnification provided hereunder except Notifying Party reasonably determines that the Indemnifying Party is not adequately representing or, because of a conflict of interest, may not adequately represent, any interests of the Indemnified Parties, and only to the extent that such expenses are reasonable), to participate in such contest and defense and to be represented by attorneys of its or their own choosing. If the Notifying Party elects to participate in such defense, the Notifying Party will cooperate with the Indemnifying Party shall have in the conduct of such defense. Neither the Notifying Party nor the Indemnifying Party may concede, settle or compromise any Claim without the consent of the other party, which consents will not be unreasonably withheld. Notwithstanding the foregoing, (i) been prejudiced as if a result of such failure Claim seeks equitable relief or (ii) forfeited rights and defenses otherwise available if the subject matter of a Claim relates to the Indemnifying Party as a result ongoing business of any of the Indemnified Parties, which Claim, if decided against any of the Indemnified Parties, would materially adversely affect the ongoing business or reputation of any of the Indemnified Parties, then, in each such failure. 9.3.2 In case, the case of a Third Party Indemnified Parties alone shall be entitled to contest, defend and settle such Claim in the first instance and, if the Indemnified Parties do not contest, defend or settle such Claim, the Indemnifying Party shall be entitled to assume and control the defense and settlement thereof with counsel selected by the Indemnifying Party. Should the Indemnifying Party so assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes such defense, the Indemnified Party shall then have the right to employ counsel, at its own expense, separate from contest and defend (but not settle) such Claim. (b) In the counsel employed by the Indemnifying Party, provided that the Indemnifying Party shall be permitted to control such defense and event any settlement. If the Indemnifying Party does not assume the defense of a Third Party Claim within thirty (30) days following a Claim Notice, the Indemnified Party, by notice to the Indemnifying Party, may employ its own counsel and control the defense of the Third Party Claim and the Indemnifying Party shall be liable for the reasonable fees and disbursements of one counsel employed by the Indemnified Party in each applicable jurisdiction, provided that in any such case the Indemnified Party shall diligently and in good faith contest such Third Party Claim. Whether the Indemnifying Party or the Indemnified Party controls the defense of any Third Party Claim, the parties shall cooperate in the defense thereof. Such cooperation shall include the retention and provision to the counsel of the controlling party of records and information that are reasonably relevant to such Third Party Claim, and making employees available on a commercially reasonable, mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party shall should have the right to settle, compromise or discharge a Third Party Claim without the Indemnified Party’s consent if such settlement, compromise or discharge (i) constitutes a complete and unconditional discharge and release of the Indemnified Party, (ii) does not include any statement as to or an admission of fault, culpability or a failure to act by, or on behalf of, any such Indemnified Party and (iii) provides for no relief other than the payment of monetary damages and such monetary damages are paid by the Indemnifying Party (subject to, if Seller is the Indemnifying Party, the Deductible Amount, the Minimum Amount and the Maximum Amount, as provided above). No Third Party Claim may be settled by the Indemnified Party without the written consent of the Indemnifying Party. If the Indemnified Party desires to settle a Third Party Claim, it shall provide the Indemnifying Party with a written document signed by the Person making the Third Party Claim and the Indemnified Party setting forth the terms of the proposed settlement (the “Settlement Offer”). The Indemnifying Party shall not unreasonably withhold its consent to such proposed settlement unless it agrees that it shall indemnify the Indemnified Party with respect to such Third Party Claim in accordance with this Section 9, subject to the Maximum Amount, the Minimum Amount and the Deductible Amount, provided that the amount of the final settlement or judgment with respect to such Third Party Claim that is in excess of the amount of the Settlement Offer shall not be subject to the Maximum Amount nor shall it be applied against the Maximum Amount. 9.3.3 If an Indemnified Party has a claim against any Indemnifying Party that does not involve a Third Party Claim, the Indemnified Notifying Party shall deliver a notice (an “Indemnity Notice”) within thirty (30) days after the Indemnified Party has Knowledge of any claim that the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement describing in reasonable detail the facts giving rise to any claim for indemnification and shall include in such Indemnity Notice the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement upon which such claim is based, provided, however, that failure to timely give such Indemnity Notice shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have (i) been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available with reasonable promptness to the Indemnifying Party as a result of such failureParty. If the Indemnifying Party notifies the Notifying Party that it does not dispute the claim described in such notice or fails to notify the Notifying Party within 30 days after delivery of such notice by the Notifying Party whether the Indemnifying Party disputes the claim described in such notice, the Loss in the amount specified in the Notifying Party's notice will be conclusively deemed a liability of the Indemnifying Party and the Indemnifying Party shall pay the amount of such Loss to the Indemnified Party on demand. If the Indemnifying Party has timely disputed its liability Liability with respect to such claim, the Chief Executive Officers of each of the Indemnifying Party and the Indemnified Notifying Party will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through the negotiations of such Chief Executive Officers within thirty 60 days after the delivery of the Notifying Party's notice of such claim, such dispute shall be resolved fully and finally as provided in Section 15.7 of this Agreement. (30c) daysAfter the Closing, the rights set forth in this Section 14 shall be each party's sole and exclusive remedies against the other party hereto for misrepresentations or breaches of covenants contained in this Agreement and the Related Documents. Notwithstanding the foregoing, nothing herein shall prevent any of the Indemnified Party may commence Parties from bringing an Action action based upon allegations of fraud or other intentional breach of an obligation of or with respect to either party in connection therewithwith this Agreement and the Related Documents. In the event such action is brought, the prevailing party's attorneys' fees and costs shall be paid by the nonprevailing party.

Method of Asserting Claims. All claims for indemnification by any party seeking to be indemnified hereunder (the “Indemnified Party”) under Section 9, other than any Tax Claim (which shall be asserted and resolved as set forth in Section 9.4) and any Environmental Claim (which shall be asserted and resolved as set forth in Section 9.5), this ARTICLE 8 will be asserted and resolved as follows: 9.3.1 Subject (a) In order for an Indemnified Party to the provisions of each of be entitled to any indemnification provided for under Section 9.1 and Section 9.2, a party claiming indemnification (the “Indemnified Party”) 8.1 or 8.2 in respect of, arising out of or involving a claim or demand made by any Person not a third party Party, or an Affiliate of a Party, to this Agreement against the Indemnified Party (a “Third Party Claim”) ), the Indemnified Party shall deliver a written notice of such Third Party Claim (a the “Claim Notice”) to the other indemnifying party (the “Indemnifying Party”) within fifteen ten (1510) Business Days days after receipt by the such Indemnified Party of written notice of the Third Party Claim; provided, however, that failure to timely give such Claim Notice shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have (i) been actually prejudiced as a result of such failure or failure. Any Claim Notice shall (i) state with reasonable specificity the basis on which indemnification is being asserted, (ii) forfeited rights set forth the amount (estimated, if not known and defenses otherwise available to if reasonably ascertainable at such time) of Losses for which indemnification is being asserted, and (iii) be accompanied by copies of all relevant pleadings, demands and other documentation in the Indemnifying Party as a result possession of such failurethe Indemnified Party. 9.3.2 In the case of (b) If a Third Party ClaimClaim is made against an Indemnified Party, the Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooses, to assume and control the defense and settlement thereof with counsel selected by the Indemnifying Party, which counsel must be reasonably satisfactory to the Indemnified Party (which the Parties hereto acknowledge and agree that Xxxxxx & Xxxxxx LLP and Gusrae Xxxxxx Xxxxxxx PLLC, in each case, shall be deemed reasonable for purposes of this Agreement). Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party (x) shall within ten (10) days after receipt of the Claim Notice give written notice to the Indemnified Party of such election to assume the defense of such Third Party Claim and (y) shall not be liable to the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof, but shall continue to pay for any other Loss suffered. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, provided that . If (i) the Indemnifying Party shall be permitted to control such defense and any settlement. If the Indemnifying Party does not assume the defense of a Third Party Claim with counsel reasonably satisfactory to the Indemnified Party within thirty (30) days following a reasonable time after any Claim Notice, or (ii) legal counsel for the Indemnified Party notifies the Indemnifying Party in writing that there are or may be, and there is in fact a reasonable legal basis for believing that are, material legal defenses available to the Indemnifying Party or to other Indemnified Parties which are materially different from or additional to those available to the Indemnified Party, which, if the Indemnified Party and the Indemnifying Party were to be represented by the same counsel, would constitute a conflict of interest for such counsel which prejudices prosecution of the defenses available to such Indemnified Party, or (iii) if the Indemnifying Party shall assume the defense of a Third Party Claim and fails to diligently prosecute such defense, then in each such case the Indemnified Party, by notice to the Indemnifying Party, may employ its own counsel and control the defense of the Third Party Claim and Claim, but in such event it shall be the obligation of the Indemnified Party to do so in a reasonably prudent manner, and, if it shall do so, the Indemnifying Party shall be liable for the reasonable fees out-of-pocket fees, charges and disbursements of one counsel employed by the Indemnified Party in each applicable jurisdictionParty, provided that in any such case and the Indemnified Party shall diligently be promptly reimbursed for any such reasonable out-of-pocket fees, charges and in good faith contest such Third Party Claimdisbursements, as and when incurred. Whether the Indemnifying Party or the Indemnified Party controls control the defense of any Third Party Claim, the parties Parties hereto shall cooperate in the defense thereof. Such cooperation shall include (1) the retention and provision to the counsel of the controlling party of records and information that which are reasonably relevant to such Third Party Claim, and (2) making employees available on a commercially reasonable, mutually convenient basis to provide additional information and explanation of or any material provided hereunder, (3) keeping the other Party fully informed as to all matters concerning such Third Party Claim, (4) promptly notifying the other Party in writing of any and all significant developments relating thereto, and (5) consulting with the other Party prior to acting on major matters, including settlement discussions. The In the event the Indemnifying Party controls the defense of any Third Party Claim, the Indemnifying Party shall have the right to settle, compromise or discharge a Third Party Claim (other than any such Third Party Claim in which criminal conduct is alleged) without the Indemnified Party’s 's consent if such settlement, compromise or discharge (i) constitutes a complete and unconditional discharge and release of the Indemnified Party, and (ii) does not include any statement as to or an admission of fault, culpability or a failure to act by, or on behalf of, any such Indemnified Party and (iii) provides for no relief other than the payment of monetary damages damage and such monetary damages are paid or otherwise satisfied in full by the Indemnifying Party (subject to, if Seller is the Indemnifying Party, the Deductible Amount, the Minimum Amount and the Maximum Amount, as provided above). No Third Party Claim may be settled by or the Indemnified Party without has no liability therefor. In the written consent of the Indemnifying Party. If event the Indemnified Party desires to settle a controls the defense of any Third Party Claim, it the Indemnified Party shall provide have the Indemnifying Party with right to settle, compromise or discharge a written document signed by the Person making the Third Party Claim and the Indemnified Party setting forth the terms of the proposed settlement (the “Settlement Offer”). The Indemnifying Party shall not unreasonably withhold its consent to such proposed settlement unless it agrees that it shall indemnify the Indemnified Party with respect to other than any such Third Party Claim in accordance with this Section 9which criminal conduct is alleged) without the Indemnifying Party's consent if such settlement, subject to the Maximum Amount, the Minimum Amount compromise or discharge (i) constitutes a complete and the Deductible Amount, provided that the amount unconditional discharge and release of the final settlement or judgment with respect to such Third Party Claim that is in excess Indemnifying Party, and (ii) provides for no relief other than the payment of the amount of the Settlement Offer shall not be subject to the Maximum Amount nor shall it be applied against the Maximum Amountmonetary damage. 9.3.3 If an (c) In the event any Indemnified Party has should have a claim under Section 8.1 or 8.2 against any Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party shall promptly deliver a written notice of such claim (an the “Indemnity Notice”) within thirty (30) days after to the Indemnifying Party. The failure by any Indemnified Party has Knowledge of any claim that to give the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement describing in reasonable detail the facts giving rise to any claim for indemnification and shall include in such Indemnity Notice the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement upon which such claim is based, provided, however, that failure to timely give such Indemnity Notice shall not affect the indemnification provided impair such party's rights hereunder except to the extent the that an Indemnifying Party demonstrates that it has been prejudiced thereby. Any Indemnity Notice shall have (i) been prejudiced as a result of such failure or state with reasonable specificity the basis on which indemnification is being asserted, (ii) forfeited rights set forth the amount (estimated, if not known and defenses otherwise available to if reasonably ascertainable at such time) of Losses for which indemnification is being asserted, and (iii) be accompanied by copies of all relevant documentation in the Indemnifying Party as a result possession of such failurethe Indemnified Party. If the Indemnifying Party disputes has disputed its liability with respect to such claim, the Indemnifying Party and the Indemnified Party will proceed in good faith to negotiate a resolution of such dispute, and and, if not resolved through negotiations within thirty (30) daysdays (or such shorter period as may end on the last day of any applicable statute of limitations that falls within such 30 day period), any Party shall have the Indemnified Party may commence an Action in connection therewithright to take any legal or equitable action permitted by this Agreement that it deems necessary or appropriate.

Method of Asserting Claims. All claims for indemnification by any Indemnified Party under Section 9, other than any Tax Claim (which shall be asserted and resolved as set forth in Section 9.4) and any Environmental Claim (which shall be asserted and resolved as set forth in Section 9.5), 14.01 will be asserted and resolved as follows: 9.3.1 Subject to (a) In the provisions of each of Section 9.1 and Section 9.2, a party claiming indemnification (the “Indemnified Party”) in respect of, arising out of or involving a event any claim or demand made in respect of which an Indemnifying Party might seek indemnity under Section 14.01 relates to a claim asserted against or sought to be collected from such Indemnified Party by a third party against the Indemnified Party Person other than Transferor, Acquiror or any Affiliate of Transferor or Acquiror (a “Third Party Claim”) shall deliver notice (a “Claim Notice”) to the other party (the “Indemnifying Party”) within fifteen (15) Business Days after receipt by ), the Indemnified Party of written notice of the Third shall, if a claim is to be made against an Indemnifying Party Claim; providedunder Section 14.01, however, that failure to timely give such promptly deliver a Claim Notice shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have (i) been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result after the Indemnified Party’s learning of such failure. 9.3.2 In Third Party Claim. If the case Indemnified Party fails to provide the Claim Notice after the Indemnified Party receives notice of a such Third Party Claim, the Indemnifying Party shall will not be entitled relieved of any liability that it may have to assume and control the defense and settlement thereof with counsel selected by Indemnified Party, except to the Indemnifying Party. Should extent that the Indemnifying Party so assume demonstrates that the defense of a such action is prejudiced by the Indemnified Party’s failure to give such notice. (i) If any Third Party Claim is brought against an Indemnified Party and it gives notice to the Indemnifying Party of the commencement of an Action or Proceeding related to the Third Party Claim, the Indemnifying Party shall not will be entitled to participate in such proceeding and, to the extent that it wishes (unless (A) the Indemnifying Party is also a party to such proceeding and the Indemnified Party determines in good faith that joint representation would be inappropriate, or (B) the Indemnifying Party fails to provide reasonable assurance to the Indemnified Party of its financial capacity to defend such Third Party Claim and provide indemnification with respect to such Third Party Claim), to assume the defense of such Third Party Claim with counsel satisfactory to the Indemnified Party and, after notice from the Indemnifying Party to the Indemnified Party of its election to assume the defense of such Third Party Claim, the Indemnifying Party will not, as long as it diligently conducts such defense, be liable to the Indemnified Party under this Article XIV for legal any fees of other counsel or any other expenses with respect to the defense of such Third Party Claim, in each case subsequently incurred by the Indemnified Party in connection with the defense thereofof such Proceeding, other than reasonable costs of investigation. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, provided that the Indemnifying Party shall be permitted to control such defense and any settlement. If the Indemnifying Party does not assume the defense of a Third Party Claim, (A) it will be conclusively established for purposes of this Agreement that the Third Party Claim is within thirty the scope of and subject to indemnification, (30B) days following no compromise or settlement of such Third Party Claim may be effected by the Indemnifying Party without the Indemnified Party’s consent unless (1) there is no finding or admission of any violation of Law or any violation of the rights of any Person and no effect on any other claims that may be made against the Indemnified Party, and (2) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party; and (C) the Indemnifying Party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If a Claim NoticeNotice is given to an Indemnifying Party of the commencement of any Third Party Claim and the Indemnifying Party does not, within ten days after the Indemnified Party’s Claim Notice is given, give notice to the Indemnified Party of its election to assume the defense of such Third Party Claim, the Indemnifying Party will be bound by any determination made in any Action or Proceeding related to such Third Party Claim or any compromise of settlement effected by the Indemnified Party. (ii) Notwithstanding the foregoing, if an Indemnified Party determines that there is a reasonable probability that an Action or Proceeding related to a Third Party Claim may adversely affect it or its Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified PartyParty may, by notice to the Indemnifying Party, may employ its own counsel and control the defense of the Third Party Claim and the Indemnifying Party shall be liable for the reasonable fees and disbursements of one counsel employed join in (or, by the Indemnified Party in each applicable jurisdiction, provided that in waiving any such case the Indemnified Party shall diligently and in good faith contest such Third Party Claim. Whether the Indemnifying Party or the Indemnified Party controls the defense of any Third Party Claim, the parties shall cooperate in the defense thereof. Such cooperation shall include the retention and provision to the counsel of the controlling party of records and information that are reasonably relevant to such Third Party Claim, and making employees available on a commercially reasonable, mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party shall have the right to settleindemnification, compromise or discharge a Third Party Claim without to assume the Indemnified Party’s consent if such settlementexclusive) defense, compromise or discharge (i) constitutes a complete and unconditional discharge and release of the Indemnified Party, (ii) does not include any statement as to or an admission of fault, culpability or a failure to act bycompromise, or on behalf of, any settlement of such Indemnified Party and (iii) provides for no relief other than the payment of monetary damages and such monetary damages are paid by the Indemnifying Party (subject to, if Seller is the Indemnifying Party, the Deductible Amount, the Minimum Amount and the Maximum Amount, as provided above). No Third Party Claim may be settled by the Indemnified Party without the written consent of the Indemnifying Party. If the Indemnified Party desires to settle a Third Party Claim, it shall provide the Indemnifying Party with a written document signed by the Person making the Third Party Claim and the Indemnified Party setting forth the terms of the proposed settlement (the “Settlement Offer”). The Indemnifying Party shall not unreasonably withhold its consent to such proposed settlement unless it agrees that it shall indemnify the Indemnified Party with respect to such Third Party Claim in accordance with this Section 9, subject to the Maximum Amount, the Minimum Amount and the Deductible Amount, provided that the amount of the final settlement or judgment with respect to such Third Party Claim that is in excess of the amount of the Settlement Offer shall not be subject to the Maximum Amount nor shall it be applied against the Maximum Amountproceeding. 9.3.3 (b) If an any Indemnified Party has a claim under Section 14.01 against any Indemnifying Party that does not involve a Third Party ClaimClaim (other than claims for Losses resulting from Indemnified Party’s participation in the defense of any Third Party Claim that are indemnifiable by the Indemnifying Party pursuant to this Section), the Indemnified Party shall deliver notice (an “Indemnity Notice”) within thirty (30) days after Notice with reasonable promptness to the Indemnifying Party. The failure by any Indemnified Party has Knowledge of any claim that to give the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement describing in reasonable detail the facts giving rise to any claim for indemnification and shall include in such Indemnity Notice the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement upon which such claim is based, provided, however, that failure to timely give such Indemnity Notice shall not affect the indemnification provided impair such party’s rights hereunder except to the extent the that any Indemnifying Party shall have (i) has been irreparably prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failurethereby. If the Indemnifying Party disputes its liability with respect does not deliver a written objection to the Indemnity Notice within ten days of receiving such Indemnity Notice, then the final amount of Losses due and payable by such Indemnifying Party to such claim, the Indemnifying Party and the Indemnified Party will proceed pursuant to any Indemnity Notice delivered under this Section 14.02(b) shall be the amount set forth in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within thirty (30) days, the Indemnified Party may commence an Action in connection therewithIndemnity Notice.

Method of Asserting Claims. All claims for indemnification under Section 9, other than any Tax Claim (which a) An Indemnified Party shall be asserted and resolved as set forth in Section 9.4) and any Environmental Claim (which shall be asserted and resolved as set forth in Section 9.5), will be asserted and resolved as follows: 9.3.1 Subject give prompt written notice to the provisions of each of Section 9.1 and Section 9.2, a an indemnifying party claiming indemnification (the “Indemnified "Indemnifying Party”") of any payments, demands, claims, suits, judgments, liabilities, losses, costs, damages or expenses (a "Claim") in respect ofof which such Indemnifying Party has a duty to provide indemnity to such Indemnified Party under this Article VII, arising out except that any delay or failure so to notify the Indemnifying Party only shall relieve the Indemnifying Party of its obligations hereunder to the extent, if at all, that it is prejudiced by reason of such delay or involving failure. (b) If a claim Claim is brought or demand made asserted by a third party against the Indemnified Party (a “Third "Third- Party Claim”) shall deliver notice (a “Claim Notice”) to the other party (the “Indemnifying Party”) within fifteen (15) Business Days after receipt by the Indemnified Party of written notice of the Third Party Claim; provided"), however, that failure to timely give such Claim Notice shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all expenses. The Indemnified Party shall have (i) been prejudiced as a result the right to employ separate counsel in such Third-Party Claim and participate in the defense thereof, but the fees and expenses of such failure counsel shall be at the expense of the Indemnified Party. In the event that the Indemnifying Party, within twenty (20) days after written notice of any Third-Party Claim, fails to assume the defense thereof, or (ii) forfeited rights and defenses otherwise available to in the event the Indemnifying Party as a result fails to demonstrate, to the reasonable satisfaction of the Indemnified Party, that it has sufficient assets to meet its indemnification obligations hereunder, the Indemnified Party shall have the right to undertake the defense, compromise or settlement of such failureThird-Party Claim for the account of the Indemnifying Party. Anything in this Section 7.2(b) to the contrary notwithstanding, the Indemnifying Party shall not, without the Indemnified Party's prior written consent, settle or compromise any Third-Party Claim or consent to the entry of any judgment with respect to any Third-Party Claim which would have any adverse effect on the Indemnified Party, except as provided immediately below. The Indemnifying Party may, without the Indemnified Party's prior written consent, settle or compromise any such Third-Party Claim or consent to entry of any judgment with respect to any Third-Party Claim which requires solely money damages paid by the Indemnifying Party and which includes as an unconditional term thereof the release by the claimant or the plaintiff of the Indemnified Party from all liability in respect of such Third-Party Claim. 9.3.2 In the case of (c) With respect to any Claim other than a Third Party Claim, the Indemnifying Party shall be entitled to assume and control the defense and settlement thereof with counsel selected by the Indemnifying Party. Should the Indemnifying Party so assume the defense have thirty (30) days from receipt of a Third Party Claim, the Indemnifying Party shall not be liable to written notice from the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes of such defense, the Indemnified Party shall have the right Claim within which to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, provided that the Indemnifying Party shall be permitted to control such defense and any settlementrespond thereto. If the Indemnifying Party does not assume the defense of a Third Party Claim respond within such thirty (30) days following a Claim Noticeday period, the Indemnified Party, by notice to the Indemnifying Party, may employ its own counsel and control the defense of the Third Party Claim and the Indemnifying Party shall be liable for deemed to have accepted responsibility to make payment and shall have no further right to contest the reasonable fees and disbursements validity of one counsel employed by such Claim. If the Indemnifying Party notifies the Indemnified Party in each applicable jurisdiction, provided that in any within such case the Indemnified Party shall diligently and in good faith contest such Third Party Claim. Whether the Indemnifying Party or the Indemnified Party controls the defense of any Third Party Claim, the parties shall cooperate in the defense thereof. Such cooperation shall include the retention and provision to the counsel of the controlling party of records and information that are reasonably relevant to such Third Party Claim, and making employees available on a commercially reasonable, mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party shall have the right to settle, compromise or discharge a Third Party Claim without the Indemnified Party’s consent if such settlement, compromise or discharge thirty (i30) constitutes a complete and unconditional discharge and release of the Indemnified Party, (ii) does not include any statement as to or an admission of fault, culpability or a failure to act by, or on behalf of, any such Indemnified Party and (iii) provides for no relief other than the payment of monetary damages and such monetary damages are paid by the Indemnifying Party (subject to, if Seller is the Indemnifying Party, the Deductible Amount, the Minimum Amount and the Maximum Amount, as provided above). No Third Party Claim may be settled by the Indemnified Party without the written consent of the Indemnifying Party. If the Indemnified Party desires to settle a Third Party Claim, it shall provide the Indemnifying Party with a written document signed by the Person making the Third Party Claim and the Indemnified Party setting forth the terms of the proposed settlement (the “Settlement Offer”). The Indemnifying Party shall not unreasonably withhold its consent to such proposed settlement unless it agrees day period that it shall indemnify the Indemnified Party with respect to rejects such Third Party Claim in accordance with this Section 9, subject to the Maximum Amount, the Minimum Amount and the Deductible Amount, provided that the amount of the final settlement whole or judgment with respect to such Third Party Claim that is in excess of the amount of the Settlement Offer shall not be subject to the Maximum Amount nor shall it be applied against the Maximum Amount. 9.3.3 If an Indemnified Party has a claim against any Indemnifying Party that does not involve a Third Party Claimpart, the Indemnified Party shall deliver notice (an “Indemnity Notice”) within thirty (30) days after be free to pursue such remedies as may be available to the Indemnified Party has Knowledge of any claim that the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement describing in reasonable detail the facts giving rise to any claim for indemnification and shall include in such Indemnity Notice the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement upon which such claim is based, provided, however, that failure to timely give such Indemnity Notice shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have (i) been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failure. If the Indemnifying Party disputes its liability with respect to such claim, the Indemnifying Party and the Indemnified Party will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within thirty (30) days, the Indemnified Party may commence an Action in connection therewithapplicable law.

Method of Asserting Claims. (a) All claims for indemnification under Section 9, other than any Tax Claim (which by an Indemnified Person pursuant to this Article VII shall be asserted and resolved as set forth made in Section 9.4) and any Environmental Claim (which shall be asserted and resolved as set forth in Section 9.5), will be asserted and resolved as follows: 9.3.1 Subject to accordance with the provisions of each this Section 7.2 and the Escrow Agreement. (b) The Indemnified Person shall give prompt written notification to the Stockholders' Representative of Section 9.1 and Section 9.2the commencement of any action, a party claiming indemnification (the “Indemnified Party”) in respect of, arising out of suit or involving a claim or demand made by proceeding relating to a third party against claim for which indemnification pursuant to this Article VII and/or the Indemnified Party (a “Third Party Claim”) shall deliver notice (a “Claim Notice”) to the other party (the “Indemnifying Party”) within fifteen (15) Business Days after receipt by the Indemnified Party corresponding indemnification provisions of written notice any of the Third Party ClaimOther Stock Purchase Agreements may be sought; provided, however, that failure to timely give such Claim Notice no delay on the part of the Indemnified Person in notifying the Stockholders' Representative shall not affect relieve the Selling Stockholders from any liability or obligation under this Article VII and/or the corresponding indemnification provided hereunder provisions of any of the Other Stock Purchase Agreements except to the extent the Indemnifying Party shall have (i) been prejudiced as a result of any damage or liability caused by or arising out of such failure or (ii) forfeited rights and defenses otherwise available delay. Within 20 days after delivery of such notification, the Stockholders' Representative may, upon written notice thereof to the Indemnifying Party as a result Indemnified Person, assume control of such failure. 9.3.2 In the case of a Third Party Claim, the Indemnifying Party shall be entitled to assume and control the defense and settlement thereof with counsel selected by the Indemnifying Party. Should the Indemnifying Party so assume the defense of a Third Party Claimsuch action, the Indemnifying Party shall not be liable suit or proceeding with counsel reasonably satisfactory to the Indemnified Party for legal expenses subsequently incurred by Person, provided the Stockholders' Representative acknowledges in writing to the Indemnified Party Person, on behalf of the Selling Stockholders, that the Selling Stockholders shall indemnify the Indemnified Person with respect to all elements of such action, suit or proceeding and any Damages, fines, costs or other liabilities that may be assessed against the Indemnified Person in connection with the defense thereofsuch action, suit or proceeding. If the Indemnifying Party assumes Stockholders' Representative does not so assume control of such defense, the Indemnified Party Person shall have the right to employ counsel, control such defense. The party not controlling such defense may participate therein at its own expense; provided, separate from that if the counsel employed by the Indemnifying Party, provided that the Indemnifying Party shall be permitted to Stockholders' Representative assumes control of such defense and any settlement. If the Indemnifying Party does not assume the defense of a Third Party Claim within thirty (30) days following a Claim Notice, the Indemnified Party, by notice to Person reasonably concludes that the Indemnifying Party, may employ its own counsel and control the defense of the Third Party Claim indemnifying parties and the Indemnifying Party shall be liable for Indemnified Person have conflicting interests or different defenses available with respect to such action, suit or proceeding, the reasonable fees and disbursements expenses of one counsel employed to the Indemnified Person shall be considered "Damages" for purposes of this Agreement. The party controlling such defense shall keep the other party advised of the status of such action, suit or proceeding and the defense thereof and shall consider in good faith recommendations made by the other party with respect thereto. The Indemnified Party in each applicable jurisdiction, provided that Person shall not agree to any settlement or the entry of a judgment in any such case action, suit or proceeding without the prior written consent of the Stockholders' Representative, which shall not be unreasonably withheld or delayed. The Stockholders' Representative shall not agree to any settlement or the entry of a judgment in any action, suit or proceeding without the prior written consent of the Indemnified Party Person, which shall diligently and in good faith contest not be unreasonably withheld (it being understood that it is reasonable to withhold such Third Party Claim. Whether consent if, among other things, the Indemnifying Party settlement or the Indemnified Party controls the defense entry of any Third Party Claim, the parties shall cooperate in the defense thereof. Such cooperation shall include the retention and provision to the counsel of the controlling party of records and information that are reasonably relevant to such Third Party Claim, and making employees available on a commercially reasonable, mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party shall have the right to settle, compromise or discharge a Third Party Claim without the Indemnified Party’s consent if such settlement, compromise or discharge judgment (iA) constitutes lacks a complete and unconditional discharge and release of the Indemnified Party, (ii) does not include any statement as to or an admission of fault, culpability or a failure to act by, or on behalf of, any such Indemnified Party and (iii) provides Person for no relief other than the payment of monetary damages and such monetary damages are paid by the Indemnifying Party (subject to, if Seller is the Indemnifying Party, the Deductible Amount, the Minimum Amount and the Maximum Amount, as provided above). No Third Party Claim may be settled by the Indemnified Party without the written consent of the Indemnifying Party. If the Indemnified Party desires to settle a Third Party Claim, it shall provide the Indemnifying Party with a written document signed by the Person making the Third Party Claim and the Indemnified Party setting forth the terms of the proposed settlement (the “Settlement Offer”). The Indemnifying Party shall not unreasonably withhold its consent to such proposed settlement unless it agrees that it shall indemnify the Indemnified Party with respect to such Third Party Claim in accordance with this Section 9, subject to the Maximum Amount, the Minimum Amount and the Deductible Amount, provided that the amount of the final settlement or judgment with respect to such Third Party Claim that is in excess of the amount of the Settlement Offer shall not be subject to the Maximum Amount nor shall it be applied against the Maximum Amount. 9.3.3 If an Indemnified Party has a claim against any Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party shall deliver notice (an “Indemnity Notice”) within thirty (30) days after the Indemnified Party has Knowledge of any claim that the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement describing in reasonable detail the facts giving rise to any claim for indemnification and shall include in such Indemnity Notice the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement upon which such claim is based, provided, however, that failure to timely give such Indemnity Notice shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have (i) been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failure. If the Indemnifying Party disputes its all liability with respect to such claim, the Indemnifying Party and thereto or (B) imposes any liability or obligation on the Indemnified Party will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within thirty (30) days, the Indemnified Party may commence an Action in connection therewithPerson).

Method of Asserting Claims. All claims for (a) If a Party entitled to indemnification under Section 9, other than any Tax Claim (which shall be asserted and resolved as set forth in Section 9.4) and any Environmental Claim (which shall be asserted and resolved as set forth in Section 9.5), will be asserted and resolved as follows: 9.3.1 Subject pursuant to the provisions of each of Section 9.1 and Section 9.2, a party claiming indemnification terms hereof (the “Indemnified Party”) in respect of, arising out of or involving a claim or demand made by a third party against the Indemnified Party (a “Third Party Claim”) shall deliver notice (a “Claim Notice”) intends to seek indemnification under this Article 4 from the other party Party (the “Indemnifying Party”) within fifteen (15) Business Days after ), the Indemnified Party shall give the Indemnifying Party notice of such claim for indemnification promptly following the receipt or determination by the Indemnified Party of actual knowledge or information as to the factual and legal basis of any claim which is subject to indemnification and, where such claim results from the commencement of any claim or action by a third party, promptly following receipt of written notice of such third party claim or action. The failure of or delay by an Indemnified Party to so notify the Third Indemnifying Party Claim; provided, however, that failure to timely give such Claim Notice (as set forth above) shall not affect relieve the Indemnifying Party of its indemnification provided obligations hereunder except to the Indemnified Party, however the liability which the Indemnifying Party has to the Indemnified Party pursuant to the terms of this Article 4 (and for which the Indemnifying Party will be obligated to indemnify the Indemnified Party in respect of) shall be reduced to the extent that any such delay in or failure to give notice as herein required prejudices the defence of any such action, suit, proceeding, investigation or claim, or otherwise results in any increase in the liability which the Indemnifying Party has under its indemnity provided for herein. (b) The Indemnifying Party, at its sole cost and expense, shall have the right to assume the defence of any claim, action, suit, proceeding or investigation brought against the Indemnified Party with counsel designated by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided that the Indemnifying Party will not, without the Indemnified Party’s prior written consent (such consent not to be unreasonably withheld), settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, suit, proceeding, investigation or claim in respect of which indemnification may be sought hereunder (whether or not the Indemnified Party is a party thereto) unless such settlement, compromise, consent or termination includes a release of the Indemnified Party from all liabilities arising out of such action, suit, proceeding, investigation or claim. The Indemnified Party will give to the Indemnifying Party and its counsel reasonable access to all business records and other documents relevant to such defence or settlement, and shall permit them to consult with the employees and counsel (if any) of the Indemnified Party. (c) Notwithstanding the foregoing: (i) been prejudiced as a result of if the defendants in any such failure action, suit, proceeding or (ii) forfeited rights investigation include both the Indemnified Party and defenses otherwise the Indemnifying Party, and the Indemnified Party is advised by counsel that there are legal defences available to the Indemnified Party that are additional to those available to the Indemnifying Party as a result of and that in such failure.circumstances representation by the same counsel would be inappropriate; or 9.3.2 In (ii) if the case of a Third Indemnified Party Claim, shall have reasonably concluded that the Indemnifying Party shall be entitled is not taking or has not taken, all necessary steps to assume and control diligently defend such claim, action, suit, proceeding or investigation, the defense and settlement thereof with counsel selected by Indemnified Party has provided written notice of same to the Indemnifying Party. Should , and the Indemnifying Party so assume has not rectified the defense of situation within a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes such defense, reasonable time; then the Indemnified Party shall have the right to employ retain separate counsel, the reasonable costs of which shall be at its own expense, separate from the counsel employed by the Indemnifying Party’s expense, provided that the Indemnifying Party shall be permitted to control such defense and any settlement. If the Indemnifying Party does not assume the defense of a Third Party Claim within thirty (30) days following a Claim Notice, the Indemnified Party, by notice to the Indemnifying Party, may employ its own counsel and control the defense of the Third Party Claim and the Indemnifying Party shall be liable for the reasonable fees and disbursements of one counsel employed by represent the Indemnified Party in each applicable jurisdiction, provided that in any such case the Indemnified Party shall diligently and in good faith contest such Third Party Claim. Whether the Indemnifying Party or the Indemnified Party controls the defense of any Third Party Claim, the parties shall cooperate to otherwise participate in the defense thereof. Such cooperation shall include the retention and provision to the counsel defence of the controlling party such claim, action, suit, proceeding or investigation on behalf of records and information that are reasonably relevant to such Third Party Claim, and making employees available on a commercially reasonable, mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party shall have the right to settle, compromise or discharge a Third Party Claim without the Indemnified Party’s consent if such settlement. For further certainty, compromise or discharge (i) constitutes a complete and unconditional discharge and release of the Indemnified Party, (ii) does not include any statement as to or an admission of fault, culpability or a failure to act by, or on behalf of, any such Indemnified Party and (iii) provides for no relief other than the payment of monetary damages and such monetary damages are paid by the Indemnifying Party (subject to, if Seller is the Indemnifying Party, the Deductible Amount, the Minimum Amount and the Maximum Amount, as provided above). No Third Party Claim only one legal firm may be settled by engaged at the Indemnified Party without the written consent expense of the Indemnifying Party. If the Indemnified Party desires to settle a Third Party Claim, it shall provide the Indemnifying Party with a written document signed by the Person making the Third Party Claim and the Indemnified Party setting forth the terms of the proposed settlement (the “Settlement Offer”). The Indemnifying Party shall not unreasonably withhold its consent to such proposed settlement unless it agrees that it shall indemnify the Indemnified Party with respect to such Third Party Claim in accordance with this Section 9, subject to the Maximum Amount, the Minimum Amount and the Deductible Amount, provided that the amount of the final settlement or judgment with respect to such Third Party Claim that is in excess of the amount of the Settlement Offer shall not be subject to the Maximum Amount nor shall it be applied against the Maximum Amount. 9.3.3 If an Indemnified Party has a claim against any Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party shall deliver notice (an “Indemnity Notice”) within thirty (30) days after the Indemnified Party has Knowledge of any claim that the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement describing in reasonable detail the facts giving rise to any claim for indemnification and shall include in such Indemnity Notice the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement upon which such claim is based, provided, however, that failure to timely give such Indemnity Notice shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have (i) been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failure. If the Indemnifying Party disputes its liability with respect to such claim, the Indemnifying Party and the Indemnified Party will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within thirty (30) days, the Indemnified Party may commence an Action in connection therewith.

Method of Asserting Claims. (a) All claims for indemnification (“Indemnity Claims”) by any indemnified Party or a Party with respect to any other claim under Section 9, other than or with respect to this Agreement or any Tax Claim Ancillary Agreements (which the “Indemnified Party”) hereunder shall be asserted and resolved as set forth in this Section 9.4) and 7.3. In the event that any Environmental Claim (which shall be asserted and resolved as set forth in Section 9.5), will be asserted and resolved as follows: 9.3.1 Subject to the provisions of each of Section 9.1 and Section 9.2, a party claiming indemnification (the “Indemnified Party”) in respect of, arising out of or involving a written claim or demand made by for which a third party against the Indemnified Party (a “Third Party Claim”) shall deliver notice (a “Claim Notice”) to the other party (the “Indemnifying Party”) within would be liable to any Indemnified Party hereunder is asserted against or sought to be collected from any Indemnified Party by a Third Party, such Indemnified Party shall promptly, but in no event more than ten (10) days following such Indemnified Party’s receipt of such claim or demand, notify the Indemnifying Party of such claim or demand and the amount or the estimated amount thereof to the extent then feasible (the “Claim Notice”). All indemnity claims by any Indemnified Party that do not involve Third Party claims shall be communicated via a Claim Notice to the other Party promptly following discovery of such claim. (b) The Indemnifying Party shall have fifteen (15) Business Days after receipt by days from the delivery or mailing of the Claim Notice (the “Notice Period”) to notify the Indemnified Party whether or not it desires to defend the Indemnified Party against such claim or demand. An election to assume the defense of written notice such claim or demand shall not be deemed to be an admission that the Indemnifying Party is liable to the Indemnified Party in respect of such claim or demand. All costs and expenses incurred by the Third Indemnifying Party Claimin defending such claim or demand shall be a liability of, and shall be paid by, the Indemnifying Party; provided, however, that failure to timely give the amount of such Claim Notice expenses shall not affect the indemnification provided hereunder except to the extent be a liability of the Indemnifying Party shall have (i) been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available hereunder, subject to the limitations set forth in this Article 8. In the event, however, that the Indemnifying Party as a result of such failure. 9.3.2 In the case of a Third Party Claim, the Indemnifying Party shall be entitled declines or fails to assume and control the defense and settlement thereof with counsel selected by the Indemnifying Party. Should the Indemnifying Party so assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes claim within such defensefifteen (15)-day period, the Indemnified Party shall have the right to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, provided that the Indemnifying Party shall be permitted to control such defense and any settlement. If the Indemnifying Party does not may assume the defense of a Third Party Claim within thirty (30) days following a Claim Notice, the Indemnified Party, by notice to the Indemnifying Party, may employ its own counsel thereof and control the defense of the Third Party Claim and the Indemnifying Party shall be liable for the reasonable fees and disbursements of one counsel employed by the Indemnified Party in each applicable jurisdiction, provided that in any such case for the Indemnified Party shall diligently and be deemed Losses hereunder, subject to the limitations set forth in good faith contest such Third Party Claimthis Article 8. Whether CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]. (c) In the event that it is ultimately determined that the Indemnifying Party is not obligated to indemnify, defend or hold the Indemnified Party controls the defense of harmless from and against any Third Party Claimclaim, the parties Indemnified Party shall cooperate reimburse the Indemnifying Party for any and all costs and expenses (including without limitation, attorney’s fees and court costs) actually incurred by the Indemnifying Party in the its defense thereof. Such cooperation shall include the retention and provision to the counsel of the controlling party of records and information that are reasonably relevant to such Third Party Claimclaim. In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against such claim or demand, and making employees available on a commercially reasonable, mutually convenient basis to provide additional information and explanation of any material provided hereunder. The the Indemnifying Party shall have the right to settle, compromise or discharge a Third Party Claim without defend the Indemnified Party’s consent if such settlementParty by appropriate proceedings. If any Indemnified Party desires to participate in, compromise or discharge (i) constitutes a complete and unconditional discharge and release of the Indemnified Party, (ii) does but not include any statement as to or an admission of fault, culpability or a failure to act by, or on behalf ofcontrol, any such defense or settlement, it may do so at its sole cost and expense. (d) The Indemnified Party and (iii) provides for no relief other than the payment of monetary damages and such monetary damages are paid by the Indemnifying Party (subject to, if Seller is the Indemnifying Party, the Deductible Amount, the Minimum Amount and the Maximum Amount, as provided above). No Third Party Claim may be settled by the Indemnified Party shall not settle a claim or demand without the prior written consent of the Indemnifying Party. If the Indemnified Party desires to settle a Third Party Claim, it which shall provide the Indemnifying Party with a written document signed by the Person making the Third Party Claim and the Indemnified Party setting forth the terms of the proposed settlement (the “Settlement Offer”)not be unreasonably withheld, conditioned or delayed. The Indemnifying Party may settle any claim or demand for monetary damages; it being understood that the Indemnifying Party shall not unreasonably withhold its not, without the prior written consent to such proposed settlement unless it agrees that it shall indemnify of the Indemnified Party with respect to such Third Party Claim in accordance with this Section 9, subject to the Maximum Amount, the Minimum Amount and the Deductible Amount, provided that the amount of the final settlement or judgment with respect to such Third Party Claim that is in excess of the amount of the Settlement Offer (which shall not be subject unreasonably withheld, conditioned or delayed) settle, compromise or offer to settle or compromise any such claim or demand on a basis which would result in the Maximum Amount nor shall it be applied against imposition of a consent order, injunction or decree that would substantially restrict the Maximum Amount. 9.3.3 If an Indemnified Party has a claim against any Indemnifying Party that does not involve a Third Party Claim, future activity or conduct of the Indemnified Party shall deliver notice or any subsidiary or Affiliate thereof. (an “Indemnity Notice”e) within thirty (30) days after the Indemnified Party has Knowledge of any claim that the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement describing in reasonable detail the facts giving rise to any claim for indemnification and shall include in such Indemnity Notice the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement upon which such claim is based, provided, however, that failure to timely give such Indemnity Notice shall not affect the indemnification provided hereunder except to To the extent the Indemnifying Party shall have (i) been prejudiced as a result control or participate in the defense or settlement of such failure any Third Party claim or (ii) forfeited rights and defenses otherwise available to demand, the Indemnifying Indemnified Party as a result of such failure. If the Indemnifying Party disputes its liability with respect to such claim, will give the Indemnifying Party and its counsel access to, during normal business hours, the relevant business records and other documents, and shall permit them to consult with the employees and counsel of the Indemnified Party will proceed Party. (f) The controlling party, in good faith to negotiate a resolution either case, shall select counsel, contractors, experts and consultants of such disputerecognized standing and competence, shall take reasonable steps necessary in the investigation, defense or settlement thereof, and if not resolved through negotiations within thirty shall diligently and promptly pursue the resolution thereof. (30g) daysAny notice of a claim by reason of any of the warranties or covenants contained in this Agreement shall state specifically the warranty or covenant with respect to which the claim is made, the Indemnified facts giving rise to an alleged basis for the claim, and the amount of the liability asserted against the Indemnifying Party may commence an Action in connection therewithby reason of the claim. CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***].

Method of Asserting Claims. (a) All claims for indemnification (“Indemnity Claims”) by any indemnified Party or a Party with respect to any other claim under Section 9, other than or with respect to this Agreement or any Tax Claim Ancillary Agreements (which the “Indemnified Party”) hereunder shall be asserted and resolved as set forth in this Section 9.4) and 7.3. In the event that any Environmental Claim (which shall be asserted and resolved as set forth in Section 9.5), will be asserted and resolved as follows: 9.3.1 Subject to the provisions of each of Section 9.1 and Section 9.2, a party claiming indemnification (the “Indemnified Party”) in respect of, arising out of or involving a written claim or demand made by for which a third party against the Indemnified Party (a “Third Party Claim”) shall deliver notice (a “Claim Notice”) to the other party (the “Indemnifying Party”) within would be liable to any Indemnified Party hereunder is asserted against or sought to be collected from any Indemnified Party by a Third Party, such Indemnified Party shall promptly, but in no event more than ten (10) days following such Indemnified Party’s receipt of such claim or demand, notify the Indemnifying Party of such claim or demand and the amount or the estimated amount thereof to the extent then feasible (the “Claim Notice”). All indemnity claims by any Indemnified Party that do not involve Third Party claims shall be communicated via a Claim Notice to the other Party promptly following discovery of such claim. (b) The Indemnifying Party shall have fifteen (15) Business Days after receipt by days from the delivery or mailing of the Claim Notice (the “Notice Period”) to notify the Indemnified Party whether or not it desires to defend the Indemnified Party against such claim or demand. An election to assume the defense of written notice such claim or demand shall not be deemed to be an admission that the Indemnifying Party is liable to the Indemnified Party in respect of such claim or demand. All costs and expenses incurred by the Third Indemnifying Party Claimin defending such claim or demand shall be a liability of, and shall be paid by, the Indemnifying Party; provided, however, that failure to timely give the amount of such Claim Notice expenses shall not affect the indemnification provided hereunder except to the extent be a liability of the Indemnifying Party shall have (i) been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available hereunder, subject to the limitations set forth in this Article 8. In the event, however, that the Indemnifying Party as a result of such failure. 9.3.2 In the case of a Third Party Claim, the Indemnifying Party shall be entitled declines or fails to assume and control the defense and settlement thereof with counsel selected by the Indemnifying Party. Should the Indemnifying Party so assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes claim within such defensefifteen (15)-day period, the Indemnified Party shall have the right to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, provided that the Indemnifying Party shall be permitted to control such defense and any settlement. If the Indemnifying Party does not may assume the defense of a Third Party Claim within thirty (30) days following a Claim Notice, the Indemnified Party, by notice to the Indemnifying Party, may employ its own counsel thereof and control the defense of the Third Party Claim and the Indemnifying Party shall be liable for the reasonable fees and disbursements of one counsel employed by the Indemnified Party in each applicable jurisdiction, provided that in any such case for the Indemnified Party shall diligently and be deemed Losses hereunder, subject to the limitations set forth in good faith contest such Third Party Claim. Whether this Article 8. (c) In the event that it is ultimately determined that the Indemnifying Party is not obligated to indemnify, defend or hold the Indemnified Party controls the defense of harmless from and against any Third Party Claimclaim, the parties Indemnified Party shall cooperate reimburse the Indemnifying Party for any and all costs and expenses (including without limitation, attorney’s fees and court costs) actually incurred by the Indemnifying Party in the its defense thereof. Such cooperation shall include the retention and provision to the counsel of the controlling party of records and information that are reasonably relevant to such Third Party Claimclaim. In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against such claim or demand, and making employees available on a commercially reasonable, mutually convenient basis to provide additional information and explanation of any material provided hereunder. The the Indemnifying Party shall have the right to settle, compromise or discharge a Third Party Claim without defend the Indemnified Party’s consent if such settlementParty by appropriate proceedings. If any Indemnified Party desires to participate in, compromise or discharge (i) constitutes a complete and unconditional discharge and release of the Indemnified Party, (ii) does but not include any statement as to or an admission of fault, culpability or a failure to act by, or on behalf ofcontrol, any such defense or settlement, it may do so at its sole cost and expense. (d) The Indemnified Party and (iii) provides for no relief other than the payment of monetary damages and such monetary damages are paid by the Indemnifying Party (subject to, if Seller is the Indemnifying Party, the Deductible Amount, the Minimum Amount and the Maximum Amount, as provided above). No Third Party Claim may be settled by the Indemnified Party shall not settle a claim or demand without the prior written consent of the Indemnifying Party. If the Indemnified Party desires to settle a Third Party Claim, it which shall provide the Indemnifying Party with a written document signed by the Person making the Third Party Claim and the Indemnified Party setting forth the terms of the proposed settlement (the “Settlement Offer”)not be unreasonably withheld, conditioned or delayed. The Indemnifying Party may settle any claim or demand for monetary damages; it being understood that the Indemnifying Party shall not unreasonably withhold its not, without the prior written consent to such proposed settlement unless it agrees that it shall indemnify of the Indemnified Party with respect to such Third Party Claim in accordance with this Section 9, subject to the Maximum Amount, the Minimum Amount and the Deductible Amount, provided that the amount of the final settlement or judgment with respect to such Third Party Claim that is in excess of the amount of the Settlement Offer (which shall not be subject unreasonably withheld, conditioned or delayed) settle, compromise or offer to settle or compromise any such claim or demand on a basis which would result in the Maximum Amount nor shall it be applied against imposition of a consent order, injunction or decree that would substantially restrict the Maximum Amount. 9.3.3 If an Indemnified Party has a claim against any Indemnifying Party that does not involve a Third Party Claim, future activity or conduct of the Indemnified Party shall deliver notice or any subsidiary or Affiliate thereof. (an “Indemnity Notice”e) within thirty (30) days after the Indemnified Party has Knowledge of any claim that the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement describing in reasonable detail the facts giving rise to any claim for indemnification and shall include in such Indemnity Notice the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement upon which such claim is based, provided, however, that failure to timely give such Indemnity Notice shall not affect the indemnification provided hereunder except to To the extent the Indemnifying Party shall have (i) been prejudiced as a result control or participate in the defense or settlement of such failure any Third Party claim or (ii) forfeited rights and defenses otherwise available to demand, the Indemnifying Indemnified Party as a result of such failure. If the Indemnifying Party disputes its liability with respect to such claim, will give the Indemnifying Party and its counsel access to, during normal business hours, the relevant business records and other documents, and shall permit them to consult with the employees and counsel of the Indemnified Party will proceed Party. (f) The controlling party, in good faith to negotiate a resolution either case, shall select counsel, contractors, experts and consultants of such disputerecognized standing and competence, shall take reasonable steps necessary in the investigation, defense or settlement thereof, and if not resolved through negotiations within thirty shall diligently and promptly pursue the resolution thereof. (30g) daysAny notice of a claim by reason of any of the warranties or covenants contained in this Agreement shall state specifically the warranty or covenant with respect to which the claim is made, the Indemnified facts giving rise to an alleged basis for the claim, and the amount of the liability asserted against the Indemnifying Party may commence an Action in connection therewithby reason of the claim.

Method of Asserting Claims. All claims for indemnification under Section 9, other than by any Tax Claim (which shall be asserted and resolved as set forth in Section 9.4) and any Environmental Claim (which shall be asserted and resolved as set forth in Section 9.5), indemnified party hereunder will be asserted and resolved as follows: 9.3.1 Subject to the provisions of each of Section 9.1 and Section 9.2, a party claiming indemnification (the “Indemnified Party”a) in respect of, arising out of or involving a claim or demand made by a third party against the Indemnified Party (a “Third Party Claim”) shall deliver notice (a “Claim Notice”) to the other party (the “Indemnifying Party”) within fifteen (15) Business Days after receipt by the Indemnified Party of written notice of the Third Party Claim; provided, however, that failure to timely give such Claim Notice shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have (i) been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failure. 9.3.2 In the case of a Third Party Claim, the Indemnifying Party shall be entitled to assume and control the defense and settlement thereof with counsel selected by the Indemnifying Party. Should the Indemnifying Party so assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, provided that the Indemnifying Party shall be permitted to control such defense and any settlement. If the Indemnifying Party does not assume the defense of a Third Party Claim within thirty (30) days following a Claim Notice, the Indemnified Party, by notice to the Indemnifying Party, may employ its own counsel and control the defense of the Third Party Claim and the Indemnifying Party shall be liable for the reasonable fees and disbursements of one counsel employed by the Indemnified Party in each applicable jurisdiction, provided that in any such case the Indemnified Party shall diligently and in good faith contest such Third Party Claim. Whether the Indemnifying Party or the Indemnified Party controls the defense event of any Third Party Claim, the parties indemnified party shall cooperate in the defense thereof. Such cooperation shall include the retention and provision deliver written notification thereof to the counsel indemnifying party with reasonable promptness, enclosing a copy of all papers served, if any, and specifying the nature of the controlling Third Party Claim, together with the amount or, if not then reasonably ascertainable, the estimated amount, determined in good faith, of the Third Party Claim (a “Claim Notice”). The indemnifying party will notify the indemnified party as soon as practicable, but in any case within 30 days of records receipt of a Claim Notice (the “Dispute Period”), whether the indemnifying party disputes its liability to the indemnified party and information that are reasonably relevant whether the indemnifying party desires, at its sole cost and expense, to defend the indemnified party against such Third Party Claim. (b) If the indemnifying party notifies the indemnified party within the Dispute Period that the indemnifying party desires to defend the indemnified party with respect to the Third Party Claim, and making employees available on a commercially reasonable, mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party shall then the indemnifying party will have the right to settledefend, compromise or discharge a with counsel reasonably satisfactory to the indemnified party, at the sole cost and expense of the indemnifying party, such Third Party Claim without by all appropriate proceedings, which proceedings will be vigorously and diligently prosecuted by the Indemnified Party’s consent if such settlement, compromise indemnifying party to a final conclusion or discharge (i) constitutes a complete and unconditional discharge and release will be settled at the discretion of the Indemnified Party, indemnifying party (ii) does not include but only with the consent of the indemnified party in the case of any statement as to or an admission of fault, culpability or a failure to act by, or on behalf of, any such Indemnified Party and (iii) settlement that provides for no any relief other than the payment of monetary damages and such monetary damages are paid by the Indemnifying Party damages). (subject to, if Seller is the Indemnifying Party, the Deductible Amount, the Minimum Amount and the Maximum Amount, as provided above). No Third Party Claim may be settled by the Indemnified Party without the written consent of the Indemnifying Party. c) If the Indemnified Party indemnifying party fails to notify the indemnified party within the Dispute Period that the indemnifying party desires to settle a defend the Third Party Claim, it shall provide or if the Indemnifying indemnifying party gives such notice but fails to prosecute vigorously and diligently or settle the Third Party with a written document signed by Claim, or if the Person making indemnifying party fails to give any notice whatsoever within the Dispute Period, then the indemnified party will have the right to defend, at the sole cost and expense of the indemnifying party, the Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted by the indemnified party in a reasonable manner and in good faith or will be settled at the Indemnified Party setting forth the terms discretion of the proposed settlement indemnified party. (d) If the “Settlement Offer”). The Indemnifying Party shall not unreasonably withhold its consent to such proposed settlement unless it agrees indemnifying party notifies the indemnified party that it shall indemnify does not dispute its liability to the Indemnified Party indemnified party with respect to such Third Party Claim in accordance with this Section 9, subject to the Maximum Amount, the Minimum Amount and the Deductible Amount, provided that the amount of the final settlement or judgment with respect to such Third Party Claim that is in excess of the amount of the Settlement Offer shall not be subject to the Maximum Amount nor shall it be applied against the Maximum Amount. 9.3.3 If an Indemnified Party has a claim against any Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party shall deliver notice (an “Indemnity Notice”) within thirty (30) days after the Indemnified Party has Knowledge of any claim that the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement describing Loss in reasonable detail the facts giving rise to any claim for indemnification and shall include in such Indemnity Notice the amount or specified in the method Claim Notice will be conclusively deemed a liability of computation of the indemnifying party and the indemnifying party shall pay the amount of such claim, and a reference Loss to the provision of this Agreement upon which such claim is based, provided, however, that failure to timely give such Indemnity Notice shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have (i) been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failureindemnified party on demand. If the Indemnifying Party disputes indemnifying party has timely disputed its liability with respect to such claim, the Indemnifying Party indemnifying party and the Indemnified Party indemnified party will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within thirty a reasonable period of time, such dispute shall be resolved by litigation in a court of competent jurisdiction. (30e) daysIn the event any indemnified party has a claim against any indemnifying party that does not involve a Third Party Claim, the Indemnified Party may commence an Action indemnified party shall deliver a Claim Notice with reasonable promptness to the indemnifying party. If the indemnifying party notifies the indemnified party that it does not dispute the claim described in connection therewithsuch Claim Notice or fails to notify the indemnified party within the Dispute Period whether the indemnifying party disputes the claim, the Loss in the amount specified in the Claim Notice will be conclusively deemed a liability of the indemnifying party and the indemnifying party shall pay the amount of such Loss to the indemnified party on demand. If the indemnifying party has timely disputed its liability with respect to such claim, the indemnifying party and the indemnified party will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within a reasonable period of time, such dispute shall be resolved by litigation in a court of competent jurisdiction.

Method of Asserting Claims. All claims for indemnification by any Indemnified Party under Section 9, other than any Tax Claim (which shall be asserted and resolved as set forth in Section 9.4) and any Environmental Claim (which shall be asserted and resolved as set forth in Section 9.5), 12.01 will be asserted and resolved as follows: 9.3.1 Subject to the provisions of each of Section 9.1 and Section 9.2, a party claiming indemnification (the “Indemnified Party”a) in respect of, arising out of or involving a If any claim or demand made in respect of which an Indemnified Party might seek indemnity under Section 12.01 is asserted against or sought to be collected from such Indemnified Party by a third party against the Indemnified Party Person other than Seller or Purchaser or any Affiliate of Seller or of Purchaser (a “Third Party Claim”) shall deliver notice (a “Claim Notice”) to the other party (the “Indemnifying Party”) within fifteen (15) Business Days after receipt by ), the Indemnified Party of written notice of shall deliver a Claim Notice with reasonable promptness to the Indemnifying Party. The Indemnifying Party shall notify the Indemnified Party as soon as practicable within the Dispute Period whether the Indemnifying Party disputes its liability to the Indemnified Party under Section 12.01 and whether the Indemnifying Party desires, at its sole cost and expense, to defend the Indemnified Party against such Third Party Claim. (i) If the Indemnifying Party notifies the Indemnified Party within the Dispute Period that the Indemnifying Party desires to defend the Indemnified Party with respect to the Third Party Claim; Claim pursuant to this Section 12.02(a), then the Indemnifying Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party, such Third Party Claim by all appropriate proceedings, which proceedings shall be vigorously and diligently prosecuted by the Indemnifying Party to a final conclusion or shall be settled at the discretion of the Indemnifying Party (but only with the consent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed in the case of any settlement that provides as its sole relief the payment of monetary damages as to which the Indemnified Party will be indemnified in full). The Indemnifying Party shall have full control of such defense and proceedings, including (except as provided in the immediately preceding sentence) any settlement thereof, provided, however, that failure to timely give such Claim Notice shall not affect the indemnification provided hereunder except Indemnified Party may, at the sole cost and expense of the Indemnified Party, at any time prior to the extent Indemnifying Party’s delivery of the Indemnifying notice referred to in the first sentence of this Section 12.02(a), file any motion, answer or other pleadings or take any other action that the Indemnified Party shall have (i) been prejudiced as a result of such failure reasonably believes to be necessary or (ii) forfeited rights appropriate to protect its interests and defenses otherwise available is not prejudicial to the Indemnifying Party (it being understood and agreed that, except as provided in Section 12.02(a)(ii), if an Indemnified Party takes any such action that is prejudicial and causes a result of such failure. 9.3.2 In final adjudication that is adverse to the case of a Third Party ClaimIndemnifying Party, the Indemnifying Party shall be entitled relieved of its obligations hereunder with respect to assume the portion of such Third Party Claim prejudiced by the Indemnified Party’s action), and control the defense and settlement thereof with counsel selected provided further, that if requested by the Indemnifying Party. Should , the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party so assume and its counsel in contesting any Third Party Claim that the defense of a Indemnifying Party elects to contest, or, if appropriate and related to the Third Party Claim in question, in making any counterclaim against the Person asserting the Third Party Claim, or any cross-complaint against any Person (other than the Indemnified Party or any of its Affiliates). The Indemnified Party may retain separate counsel to represent it in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party shall not be liable pursuant to this Section 12.02(a), and the Indemnified Party shall bear its own costs and expenses with respect to such separate counsel except as provided in the preceding sentence and except that the Indemnifying Party will pay the costs and expenses of such separate counsel if (x) in the Indemnified Party’s good faith judgment, it is advisable, based on advice of counsel, for legal expenses subsequently incurred by the Indemnified Party to be represented by separate counsel because a conflict or potential conflict exists between the Indemnifying Party and the Indemnified Party which makes representation of both parties inappropriate under applicable standards of professional conduct or (y) the named parties to such Third Party Claim include both the Indemnifying Party and the Indemnified Party and the Indemnified Party determines in connection with good faith, based on advice of counsel, that defenses are available to it that are unavailable to the Indemnifying Party. Notwithstanding the foregoing, the Indemnified Party may retain or take over the control of the defense thereof. or settlement of any Third Party Claim the defense of which the Indemnifying Party has elected to control if the Indemnified Party irrevocably waives its right to indemnity under Section 12.01 with respect to such Third Party Claim. (ii) If the Indemnifying Party assumes fails to notify the Indemnified Party within the Dispute Period pursuant to Section 12.02(a) that the Indemnifying Party desires to defend the Third Party Claim or if the Indemnifying Party gives such defensenotice but fails to prosecute vigorously and diligently or settle the Third Party Claim, then the Indemnified Party shall have the right to employ counseldefend, at its own expense, separate from the counsel employed by the Indemnifying Party, provided that the Indemnifying Party shall be permitted to control such defense sole cost and any settlement. If the Indemnifying Party does not assume the defense expense of a Third Party Claim within thirty (30) days following a Claim Notice, the Indemnified Party, by notice to the Indemnifying Party, may employ its own counsel and control the defense of the Third Party Claim and the Indemnifying Party shall be liable for the reasonable fees and disbursements of one counsel employed by the Indemnified Party in each applicable jurisdiction, provided that in any such case the Indemnified Party shall diligently and in good faith contest such Third Party Claim. Whether the Indemnifying Party or the Indemnified Party controls the defense of any Third Party Claim, the parties shall cooperate in the defense thereof. Such cooperation shall include the retention and provision to the counsel of the controlling party of records and information that are reasonably relevant to such Third Party Claim, and making employees available on a commercially reasonable, mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party shall have the right to settle, compromise or discharge a Third Party Claim without the Indemnified Party’s consent if such settlement, compromise or discharge (i) constitutes a complete and unconditional discharge and release of the Indemnified Party, (ii) does not include any statement as to or an admission of fault, culpability or a failure to act by, or on behalf of, any such Indemnified Party and (iii) provides for no relief other than the payment of monetary damages and such monetary damages are paid by the Indemnifying Party (subject to, if Seller is the Indemnifying Party, the Deductible Amount, the Minimum Amount and the Maximum Amount, as provided above). No Third Party Claim may by all appropriate proceedings, which proceedings will be settled vigorously and diligently prosecuted by the Indemnified Party without to a final conclusion or will be settled at the written discretion of the Indemnified Party (with the consent of the Indemnifying Party, which consent will not be unreasonably withheld, conditioned or delayed). If The Indemnified Party will have full control of such defense and proceedings, including (except as provided in the immediately preceding sentence) any settlement thereof, provided, however, that if requested by the Indemnified Party, the Indemnifying Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnified Party desires and its counsel in contesting any Third Party Claim which the Indemnified Party is contesting, or, if appropriate and related to settle a the Third Party Claim in question, in making any counterclaim against the Person asserting the Third Party Claim, it shall provide or any cross-complaint against any Person (other than the Indemnifying Party with a written document signed by or any of its Affiliates). Notwithstanding the Person making foregoing provisions of this Section 12.02(a)(ii), if the Third Indemnifying Party Claim and has notified the Indemnified Party setting forth within the terms of Dispute Period that the proposed settlement (the “Settlement Offer”). The Indemnifying Party shall not unreasonably withhold disputes its consent liability hereunder to such proposed settlement unless it agrees that it shall indemnify the Indemnified Party with respect to such Third Party Claim and if such dispute is resolved in accordance with favor of the Indemnifying Party in the manner provided in Section 12.02(a)(iii), the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this Section 912.02(a)(ii) or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, subject and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses incurred by the Indemnifying Party in connection with such litigation. The Indemnifying Party may retain separate counsel to represent it in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 12.02(a)(ii), and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. (iii) If the Indemnifying Party notifies the Indemnified Party that it does not dispute its liability to the Maximum Amount, Indemnified Party with respect to the Minimum Amount and Third Party Claim under Section 12.01 or fails to notify the Deductible Amount, provided that Indemnified Party within the amount of Dispute Period whether the final settlement or judgment Indemnifying Party disputes its liability to the Indemnified Party with respect to such Third Party Claim, the Loss arising from such Third Party Claim that is in excess shall be conclusively deemed a liability of the Indemnifying Party under Section 12.01 and the Indemnifying Party shall pay the amount of the Settlement Offer shall not be subject such Loss to the Maximum Amount nor shall it be applied against Indemnified Party on demand following the Maximum Amountfinal determination thereof. 9.3.3 (b) If an any Indemnified Party has should have a claim under Section 12.01 against any Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party shall deliver notice (an “Indemnity Notice”) within thirty (30) days after Notice with reasonable promptness to the Indemnifying Party. If the Indemnifying Party notifies the Indemnified Party has Knowledge of any that it does not dispute the claim that the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement describing in reasonable detail the facts giving rise to any claim for indemnification and shall include described in such Indemnity Notice or fails to notify the amount or Indemnified Party within the method Dispute Period whether the Indemnifying Party disputes the claim described in such Indemnity Notice, the Loss arising from the claim specified in such Indemnity Notice shall be conclusively deemed a liability of computation of the Indemnifying Party under Section 12.01 and the Indemnifying Party shall pay the amount of such claim, and a reference Loss to the provision of this Agreement upon which such claim is based, provided, however, that failure to timely give such Indemnity Notice shall not affect Indemnified Party on demand following the indemnification provided hereunder except to the extent the Indemnifying Party shall have (i) been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failurefinal determination thereof. If the Indemnifying Party disputes its liability with respect to such claim, the Indemnifying Party and claim described in the Indemnified Party will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within thirty (30) daysIndemnity Notice, the Indemnified Party may commence an Action proceed to take any and all actions available to it in connection therewithlaw or equity to recover any amounts due to it pursuant to this ARTICLE XII.

Method of Asserting Claims. All claims for indemnification under Section 9, other than by any Tax Claim DISH Indemnified Person or EchoStar Indemnified Person (which each an “Indemnified Party”) shall be asserted and resolved as set forth in this Section 9.4) and any Environmental Claim (which 4.4. Any Indemnified Party seeking indemnity pursuant to Section 4.1 or Section 4.2 shall be asserted and resolved as set forth notify in Section 9.5), will be asserted and resolved as follows: 9.3.1 Subject to writing the provisions of each of Section 9.1 and Section 9.2, a party claiming Party from whom indemnification is sought (the “Indemnified Indemnifying Party”) in of such demand for indemnification. The Indemnifying Party shall have *** from the personal delivery or mailing of such notice (the “Notice Period”) to notify the Indemnified Party whether or not it desires to defend the Indemnified Party against such claim *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. or demand with respect of, arising out of or involving to a claim or demand made by based on a third party against the Indemnified Party claim (a “Third Party Claim”) shall deliver notice (a “Claim Notice”) to ). In the other party (event that the “Indemnifying Party”) within fifteen (15) Business Days after receipt by Party notifies the Indemnified Party of written notice of within the Notice Period that, with respect to a Third Party Claim; provided, however, that failure it desires to timely give defend the Indemnified Party against such Claim Notice shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have (i) been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failure. 9.3.2 In the case of a Third Party Claim, the Indemnifying Party shall be entitled have the right to defend the Indemnified Party at the Indemnifying Party’s sole cost and expense and with counsel (plus local counsel if appropriate) reasonably satisfactory to the Indemnified Party. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, compromise or consent to entry of any judgment or enter into any settlement agreement with respect to any action or proceeding in respect of which indemnification is sought under Sections 4.1 or 4.2 (whether or not the Indemnified Party is an actual or potential party thereto), unless such compromise, consent or settlement involves only the payment of money damages for which the Indemnifying Party will indemnify the Indemnified Party hereunder. If the right to assume and control the defense and settlement thereof with counsel selected by the Indemnifying Party. Should the Indemnifying Party so assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes such defenseis exercised, the Indemnified Party shall have the right to employ counselparticipate in, but not control, such defense at its own expenseexpense and the Indemnifying Party’s indemnity obligations shall be deemed not to include attorneys’ fees and litigation expenses incurred in such participation by the Indemnified Party after the assumption of the defense by the Indemnifying Party in accordance with the terms of this Agreement; provided, however, that the Indemnified Parties collectively shall be entitled to employ one firm or separate from counsel (plus local counsel if appropriate) to represent the Indemnified Party if, in the opinion of counsel employed to each Indemnified Party seeking to employ such separate counsel, a conflict of interest between such Indemnified Party or Parties and the Indemnifying Party exists in respect of such claim and in each such event, the fees, costs and expenses of one such firm or separate counsel (plus one local counsel per jurisdiction if appropriate) shall be paid in full by the Indemnifying Party, provided that the Indemnifying Party shall be permitted to control such defense and any settlement. If the Indemnifying Party does has not elected to assume the defense of a Third Party Claim within thirty (30) days following a Claim Noticethe Notice Period, the Indemnified Party, by notice to Party may defend and settle the claim for the account and cost of the Indemnifying Party, may employ its own counsel and control the defense of the Third Party Claim and the Indemnifying Party shall be liable for the reasonable fees and disbursements of one counsel employed by ; provided that the Indemnified Party in each applicable jurisdiction, provided that in any such case will not settle the Indemnified Party shall diligently and in good faith contest such Third Party Claim. Whether the Indemnifying Party or the Indemnified Party controls the defense of any Third Party Claim, the parties shall cooperate in the defense thereof. Such cooperation shall include the retention and provision to the counsel of the controlling party of records and information that are reasonably relevant to such Third Party Claim, and making employees available on a commercially reasonable, mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party shall have the right to settle, compromise or discharge a Third Party Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnified Party’s consent if such settlementParty shall cooperate with the Indemnifying Party and, compromise or discharge (i) constitutes a complete subject to obtaining proper assurances of confidentiality and unconditional discharge and release privilege, shall make available to the Indemnifying Party all pertinent information under the control of the Indemnified Party. Notwithstanding the foregoing, in the case of a Third Party Claim regarding Taxes, (iii) does not include any statement as to or an admission of fault, culpability or a failure to act by, or on behalf of, any such Indemnified Party and (iii) provides for no relief other than the payment of monetary damages and such monetary damages are paid by the Indemnifying Party (subject to, if Seller is the Indemnifying Party, the Deductible Amount, the Minimum Amount and the Maximum Amount, as provided above). No Third Party Claim may be settled by the Indemnified Party shall not settle or compromise any such claim without the written consent of the Indemnifying Indemnified Party. If the Indemnified Party desires , such consent not to settle be unreasonably withheld or delayed and (ii) a Third Party Claim, it shall provide the Indemnifying Party with a written document signed by the Person making the Third Party Claim and the Indemnified Party setting forth the terms of the proposed settlement (the “Settlement Offer”). The Indemnifying DISH Party shall not unreasonably withhold its consent to only control such proposed settlement unless a claim if it agrees that it shall indemnify the Indemnified Party is solely with respect to such Third Party Claim in accordance with this Section 9, subject to a taxable year or other taxable period that ends on or before the Maximum Amount, the Minimum Amount and the Deductible Amount, provided that the amount of the final settlement or judgment with respect to such Third Party Claim that is in excess of the amount of the Settlement Offer shall not be subject to the Maximum Amount nor shall it be applied against the Maximum AmountClosing Date. 9.3.3 If an Indemnified Party has a claim against any Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party shall deliver notice (an “Indemnity Notice”) within thirty (30) days after the Indemnified Party has Knowledge of any claim that the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement describing in reasonable detail the facts giving rise to any claim for indemnification and shall include in such Indemnity Notice the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement upon which such claim is based, provided, however, that failure to timely give such Indemnity Notice shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have (i) been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failure. If the Indemnifying Party disputes its liability with respect to such claim, the Indemnifying Party and the Indemnified Party will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within thirty (30) days, the Indemnified Party may commence an Action in connection therewith.

Method of Asserting Claims. All claims for indemnification by any Indemnified Party under Section 9, other than any Tax Claim (which 7.3 and this Article VIII shall be asserted and resolved as set forth in Section 9.4) and any Environmental Claim (which shall be asserted and resolved as set forth in Section 9.5), will be asserted and resolved as follows: 9.3.1 Subject (a) If an Indemnified Party intends to seek indemnification under this Article VIII, it shall promptly (i) notify the Indemnifying Party in writing of such claim, indicating with reasonable particularity the nature of such claim and the basis therefor (including a good faith estimate of the amount of Losses), and (ii) provide the Indemnifying Party with all relevant information that is material to the provisions of each of Section 9.1 and Section 9.2, a party claiming indemnification (the “Indemnified Party”) in respect of, arising out of or involving a claim or demand made by that the Indemnifying Party may reasonably request (but any such notice and information from a third party against the REIT Indemnified Party (a “Third Party Claim”) shall deliver notice (a “Claim Notice”) need be given only to the other party (the “Indemnifying Party”) within fifteen (15) Business Days after receipt by the Indemnified Party of written notice of the Third Party Claim; provided, however, that Sellers’ Representative). The failure to timely give provide such Claim Notice shall notice and information will not affect the indemnification provided any rights hereunder except to the extent the Indemnifying Party shall have (i) been is materially prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failurethereby. 9.3.2 In (b) If such claim involves a claim by a third party against the case of a Third Party ClaimIndemnified Party, the Indemnifying Party shall be entitled may, within 21 days after receipt of such notice and information, and upon notice to assume the Indemnified Party, at the sole cost and control the defense and settlement thereof with counsel selected by the Indemnifying Party. Should expense of the Indemnifying Party so assume the settlement or defense of a Third Party Claimthereof, the Indemnifying Party shall not be liable with counsel reasonably satisfactory to the Indemnified Party for legal expenses subsequently incurred by Party; provided, that the Indemnified Party may participate in connection with such settlement or defense through counsel chosen by it at the defense thereofsole cost and expense of the Indemnified Party. If the Indemnifying Party assumes the settlement or defense of such defenseclaim and the Indemnified Party determines reasonably and in good faith that representation by the Indemnifying Party’s counsel of both the Indemnifying Party and the Indemnified Party would present such counsel with a conflict of interest, then the Indemnifying Party shall pay the reasonable fees and expenses of the Indemnified Party’s counsel. Notwithstanding the foregoing, (A) the Indemnified Party may, at the sole cost and expense of the Indemnified Party, at any time prior to the Indemnifying Party’s delivery of the notice referred to in the first sentence of this Section 8.5(b), file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests, (B) the Indemnified Party may take over the control of the defense or settlement of a third-party claim at any time if it irrevocably waives its right to indemnity under this Agreement with respect to such claim and (C) the Indemnifying Party may not, without the consent of the Indemnified Party, settle or compromise any action or consent to the entry of any judgment, such consent not to be unreasonably withheld or delayed. So long as the Indemnifying Party is contesting any such claim in good faith in accordance with the first sentence of this Section 8.5(b), the Indemnified Party shall have the right to employ counsel, at its own expense, separate from the counsel employed by (1) not pay or settle any such claim without the Indemnifying Party’s consent, provided that such consent not to be unreasonably withheld or delayed and (2) cooperate fully with the Indemnifying Party shall be permitted to control and its counsel in the settlement and defense of such defense and any settlementclaim. If the Indemnifying Party does is not entitled to join in or assume the defense of a Third Party Claim within thirty the claim pursuant to the foregoing provisions or is entitled but does not contest such claim in good faith (30) days following a Claim Notice, including if it does not notify the Indemnified PartyParty assumption of the defense of such claim within the 30-day period set forth above), by notice to then the Indemnified Party may conduct and control, through counsel of its own choosing and at the expense of the Indemnifying Party, may employ its own counsel and control the settlement or defense of the Third Party Claim thereof, and the Indemnifying Party shall be liable for cooperate with it in connection therewith. Except as otherwise expressly provided in this Section 8.5, the reasonable fees and disbursements failure of one counsel employed by the Indemnified Party in each applicable jurisdictionto participate in, provided that in any conduct or control such case the Indemnified Party defense shall diligently and in good faith contest such Third Party Claim. Whether not relieve the Indemnifying Party or the Indemnified Party controls the defense of any Third Party Claim, the parties shall cooperate in the defense thereof. Such cooperation shall include the retention and provision to the counsel of the controlling party of records and information that are reasonably relevant to such Third Party Claim, and making employees available on a commercially reasonable, mutually convenient basis to provide additional information and explanation of any material provided obligation it may have hereunder. The Indemnifying Party shall have the right Any defense costs required to settle, compromise or discharge a Third Party Claim without the Indemnified Party’s consent if such settlement, compromise or discharge (i) constitutes a complete and unconditional discharge and release of the Indemnified Party, (ii) does not include any statement as to or an admission of fault, culpability or a failure to act by, or on behalf of, any such Indemnified Party and (iii) provides for no relief other than the payment of monetary damages and such monetary damages are be paid by the Indemnifying Party (subject to, if Seller is the Indemnifying Party, the Deductible Amount, the Minimum Amount and the Maximum Amount, as provided above). No Third Party Claim may be settled by on behalf of the Indemnified Party without the written consent shall be paid as incurred, promptly against delivery of the Indemnifying Party. If the reasonably detailed invoices therefor. (c) An Indemnified Party desires shall (i) pursue a claim for indemnification under this Article VIII on a timely basis and (ii) to settle a Third Party Claimthe extent it is reasonably practical to do so, it shall provide the Indemnifying Party with a written document signed by the Person making the Third Party Claim and the Indemnified Party setting forth the terms of the proposed settlement (the “Settlement Offer”). The Indemnifying Party shall not unreasonably withhold its consent to such proposed settlement unless it agrees that it shall indemnify the Indemnified Party with respect to such Third Party Claim in accordance with this Section 9, subject to the Maximum Amount, the Minimum Amount and the Deductible Amount, provided that the amount of the final settlement or judgment with respect to such Third Party Claim that is in excess good faith estimate of the amount of the Settlement Offer shall not be subject to the Maximum Amount nor shall it be applied against the Maximum Amount. 9.3.3 If an Indemnified Party has a claim against any Indemnifying Party that does not involve a Third Party Claimat the time it is asserted; provided, the Indemnified Party shall deliver notice (an “Indemnity Notice”) within thirty (30) days after the Indemnified Party has Knowledge of any claim that the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement describing in reasonable detail the facts giving rise to any claim for indemnification and shall include in such Indemnity Notice the amount or the method of computation Party’s failure comply with either of the amount of such claim, and a reference to the provision of this Agreement upon which such claim is based, provided, however, that failure to timely give such Indemnity Notice preceding clauses (i) or (ii) shall not affect the indemnification provided any rights hereunder except to the extent the Indemnifying Party shall have (i) been is materially prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failure. If the Indemnifying Party disputes its liability with respect to such claim, the Indemnifying Party and the Indemnified Party will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within thirty (30) days, the Indemnified Party may commence an Action in connection therewiththereby.

Method of Asserting Claims. All claims for As used herein, an "Indemnified Party" shall refer to a "Buyer Indemnified Party" or "Seller Indemnified Party," as applicable, the "Notifying Party" shall refer to the party hereto whose Indemnified Parties are entitled to indemnification under Section 9hereunder, other than and the "Indemnifying Party" shall refer to the party hereto obligated to indemnify such Notifying Party's Indemnified Parties. (a) In the event that any Tax Claim of the Indemnified Parties is made a defendant in or party to any action or proceeding, judicial or administrative, instituted by any third party, the liability or the costs or expenses of which are Buyer Losses or Seller Losses (which shall be asserted and resolved any such third party action or proceeding being referred to as set forth in Section 9.4) and any Environmental Claim (which shall be asserted and resolved as set forth in Section 9.5a "Claim"), will be asserted and resolved as follows: 9.3.1 Subject to the provisions of each of Section 9.1 and Section 9.2, a party claiming indemnification (Notifying Party shall give the “Indemnified Party”) in respect of, arising out of or involving a claim or demand made by a third party against the Indemnified Indemnifying Party (a “Third Party Claim”) shall deliver prompt notice (a “Claim Notice”) to the other party (the “Indemnifying Party”) within fifteen (15) Business Days after receipt by the Indemnified Party of written notice of the Third Party Claim; provided, however, that thereof. The failure to timely give such Claim Notice notice shall not affect any Indemnified Party's ability to seek reimbursement unless such failure has materially and adversely affected the indemnification Indemnifying Party's ability to defend successfully a Claim. The Indemnifying Party shall be entitled to contest and defend such Claim; provided hereunder except that, the Indemnifying Party (i) has a reasonable basis for concluding that such defense may be successful and (ii) diligently contests and defends such Claim. Notice of the intention so to contest and defend shall be given by the Indemnifying Party to the Notifying Party within 20 business days after the Notifying Party's notice of such Claim (but, in all events, at least five business days prior to the date that an answer to such Claim is due to be filed). Such contest and defense shall be conducted by reputable attorneys employed by the Indemnifying Party. The Notifying Party shall be entitled at any time, at its own cost and expense (which expense shall not constitute a Loss unless the Notifying Party reasonably determines that the Indemnifying Party is not adequately representing or, because of a conflict of interest, may not adequately represent, any interests of the Indemnified Parties, and only to the extent that such expenses are reasonable), to participate in such contest and defense and to be represented by attorneys of its or their own choosing. If the Notifying Party elects to participate in such defense, the Notifying Party will cooperate with the Indemnifying Party shall have in the conduct of such defense. Neither the Notifying Party nor the Indemnifying Party may concede, settle or compromise any Claim without the consent of the other party, which consent will not be unreasonably withheld. Notwithstanding the foregoing, (i) been prejudiced as if a result of such failure Claim seeks equitable relief or (ii) forfeited rights and defenses otherwise available if the subject matter of a Claim relates to the Indemnifying Party as a result ongoing business of any of the Indemnified Parties, which Claim, if decided against any of the Indemnified Parties, would materially adversely affect the ongoing business or reputation of any of the Indemnified Parties, then, in each such failure. 9.3.2 In case, the case of a Third Party Indemnified Parties alone shall be entitled to contest, defend and settle such Claim in the first instance and, if the Indemnified Parties do not contest, defend or settle such Claim, the Indemnifying Party shall be entitled to assume and control the defense and settlement thereof with counsel selected by the Indemnifying Party. Should the Indemnifying Party so assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes such defense, the Indemnified Party shall then have the right to employ counsel, at its own expense, separate from contest and defend (but not settle) such Claim. (b) In the counsel employed by the Indemnifying Party, provided that the Indemnifying Party shall be permitted to control such defense and event any settlement. If the Indemnifying Party does not assume the defense of a Third Party Claim within thirty (30) days following a Claim Notice, the Indemnified Party, by notice to the Indemnifying Party, may employ its own counsel and control the defense of the Third Party Claim and the Indemnifying Party shall be liable for the reasonable fees and disbursements of one counsel employed by the Indemnified Party in each applicable jurisdiction, provided that in any such case the Indemnified Party shall diligently and in good faith contest such Third Party Claim. Whether the Indemnifying Party or the Indemnified Party controls the defense of any Third Party Claim, the parties shall cooperate in the defense thereof. Such cooperation shall include the retention and provision to the counsel of the controlling party of records and information that are reasonably relevant to such Third Party Claim, and making employees available on a commercially reasonable, mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party shall should have the right to settle, compromise or discharge a Third Party Claim without the Indemnified Party’s consent if such settlement, compromise or discharge (i) constitutes a complete and unconditional discharge and release of the Indemnified Party, (ii) does not include any statement as to or an admission of fault, culpability or a failure to act by, or on behalf of, any such Indemnified Party and (iii) provides for no relief other than the payment of monetary damages and such monetary damages are paid by the Indemnifying Party (subject to, if Seller is the Indemnifying Party, the Deductible Amount, the Minimum Amount and the Maximum Amount, as provided above). No Third Party Claim may be settled by the Indemnified Party without the written consent of the Indemnifying Party. If the Indemnified Party desires to settle a Third Party Claim, it shall provide the Indemnifying Party with a written document signed by the Person making the Third Party Claim and the Indemnified Party setting forth the terms of the proposed settlement (the “Settlement Offer”). The Indemnifying Party shall not unreasonably withhold its consent to such proposed settlement unless it agrees that it shall indemnify the Indemnified Party with respect to such Third Party Claim in accordance with this Section 9, subject to the Maximum Amount, the Minimum Amount and the Deductible Amount, provided that the amount of the final settlement or judgment with respect to such Third Party Claim that is in excess of the amount of the Settlement Offer shall not be subject to the Maximum Amount nor shall it be applied against the Maximum Amount. 9.3.3 If an Indemnified Party has a claim against any Indemnifying Party that does not involve a Third Party Claim, the Indemnified Notifying Party shall deliver a notice (an “Indemnity Notice”) within thirty (30) days after the Indemnified Party has Knowledge of any claim that the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement describing in reasonable detail the facts giving rise to any claim for indemnification and shall include in such Indemnity Notice the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement upon which such claim is based, provided, however, that failure to timely give such Indemnity Notice shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have (i) been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available with reasonable promptness to the Indemnifying Party as a result of such failureParty. If the Indemnifying Party notifies the Notifying Party that it does not dispute the claim described in such notice or fails to notify the Notifying Party within 30 days after delivery of such notice by the Notifying Party whether the Indemnifying Party disputes the claim described in such notice, the Buyer Loss or Seller Loss in the amount specified in the Notifying Party's notice will be conclusively deemed a liability of the Indemnifying Party and the Indemnifying Party shall pay the amount of such Loss to the Indemnified Party on demand. If the Indemnifying Party has timely disputed its liability Liability with respect to such claim, the Chief Financial Officers of each of the Indemnifying Party and the Indemnified Notifying Party will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through the negotiations of such Chief Financial Officers within thirty (30) days60 days after the delivery of the Notifying Party's notice of such claim, such dispute shall be resolved fully and finally in Chicago, Illinois by an arbitrator selected pursuant to, and an arbitration governed by, the Commercial Arbitration Rules of the American Arbitration Association. The arbitrator shall resolve the dispute within 30 days after selection and judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. (c) After the Closing, the rights set forth in this Article XI shall be each party's sole and exclusive remedies against the other party hereto for misrepresentations or breaches of covenants contained in this Agreement. Notwithstanding the foregoing, nothing herein shall prevent any of the Indemnified Party may commence Parties from bringing an Action action based upon allegations of fraud or other intentional breach of an obligation of or with respect to either party in connection therewithwith this Agreement or the transactions contemplated hereby. In the event such action is brought, the prevailing party's attorneys' fees and costs shall be paid by the nonprevailing party.

Method of Asserting Claims. All claims for indemnification under Section 9As used herein, other than any Tax Claim (which shall be asserted and resolved as set forth in Section 9.4) and any Environmental Claim (which shall be asserted and resolved as set forth in Section 9.5), will be asserted and resolved as follows: 9.3.1 Subject to the provisions of each of Section 9.1 and Section 9.2, a party claiming indemnification (the an “Indemnified Party”) in respect of, arising out of or involving ” shall refer to a claim or demand made by a third party against the Buyer Indemnified Party (a “Third Party Claim”) shall deliver notice (a “Claim Notice”) to or Seller Indemnified Party, as the other party (case may be, and the “Indemnifying Party” shall refer to the party or parties hereto obligated to indemnify such Indemnified Party. (i) In the event that (A) any of the Indemnified Parties is made a defendant in or party to any action or proceeding, judicial or administrative, instituted by any third party for the liability or the costs or expenses of which are Adverse Consequences or (B) the SBA fails to honor an SBA Guaranty of an SBA 7(a) Loan, to the extent that such failure is attributable to any act or omission of Seller or to any event, act, omission or circumstance which occurred or existed on or prior to the Closing Date (any such third-party action or proceeding or SBA failure being referred to as a “Claim”) within fifteen (15) Business Days after receipt by ), the Indemnified Party of written shall give the Indemnifying Party prompt notice of the Third Party Claim; provided, however, that thereof. The failure to timely give such Claim Notice notice shall not affect the indemnification provided hereunder any Indemnified Party’s ability to seek reimbursement except to the extent the Indemnifying Party is adversely affected thereby. The Indemnified Party shall have (i) been prejudiced as a result be entitled to contest and assume the defense of such failure or (ii) forfeited rights Claim. Notice of the intention to so contest and defenses otherwise available defend shall be given by the Indemnified Party to the Indemnifying Party as a result within thirty (30) business days after the Indemnified Party’s notice of such failure. 9.3.2 In the case of a Third Party Claim, the . The Indemnifying Party shall be entitled at any time, at its own cost and expense (which expense shall not constitute an Adverse Consequence), to assume participate in such contest and control the defense and settlement thereof with counsel selected to be represented by the Indemnifying Party. Should the Indemnifying Party so assume the defense attorneys of a Third Party Claimits own choosing, the Indemnifying Party which attorneys shall not be liable reasonably acceptable to the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereofParty. If the Indemnifying Party assumes elects to participate in such defense, the Indemnified Party shall have the right to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, provided that the Indemnifying Party shall be permitted to control such defense and any settlement. If the Indemnifying Party does not assume the defense of a Third Party Claim within thirty (30) days following a Claim Notice, the Indemnified Party, by notice to the Indemnifying Party, may employ its own counsel and control the defense of the Third Party Claim and the Indemnifying Party shall be liable for the reasonable fees and disbursements of one counsel employed by will cooperate with the Indemnified Party in each applicable jurisdiction, provided that in any the conduct of such case defense. Neither the Indemnified Party shall diligently and in good faith contest such Third Party Claim. Whether nor the Indemnifying Party may concede, settle or the Indemnified Party controls the defense of compromise any Third Party Claim, the parties shall cooperate in the defense thereof. Such cooperation shall include the retention and provision to the counsel of the controlling party of records and information that are reasonably relevant to such Third Party Claim, and making employees available on a commercially reasonable, mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party shall have the right to settle, compromise or discharge a Third Party Claim without the Indemnified Party’s consent if such settlement, compromise or discharge (i) constitutes a complete and unconditional discharge and release of the Indemnified Partyother party, which consent will not be unreasonably withheld. (ii) does not include In the event any statement as to or an admission of fault, culpability or a failure to act by, or on behalf of, any such Indemnified Party and (iii) provides for no relief other than the payment of monetary damages and such monetary damages are paid by the Indemnifying Party (subject to, if Seller is the Indemnifying Party, the Deductible Amount, the Minimum Amount and the Maximum Amount, as provided above). No Third Party Claim may be settled by the Indemnified Party without the written consent of the Indemnifying Party. If the Indemnified Party desires to settle a Third Party Claim, it shall provide the Indemnifying Party with a written document signed by the Person making the Third Party Claim and the Indemnified Party setting forth the terms of the proposed settlement (the “Settlement Offer”). The Indemnifying Party shall not unreasonably withhold its consent to such proposed settlement unless it agrees that it shall indemnify the Indemnified Party with respect to such Third Party Claim in accordance with this Section 9, subject to the Maximum Amount, the Minimum Amount and the Deductible Amount, provided that the amount of the final settlement or judgment with respect to such Third Party Claim that is in excess of the amount of the Settlement Offer shall not be subject to the Maximum Amount nor shall it be applied against the Maximum Amount. 9.3.3 If an Indemnified Party has a claim against any Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party shall deliver a notice (an “Indemnity Notice”) within thirty (30) days after of such claim to the Indemnified Party has Knowledge of any claim that the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement describing Indemnifying Party, setting forth in reasonable detail the facts giving rise identity, nature and estimated amount of Adverse Consequences related to such claim or claims, with reasonable promptness and in any claim for indemnification and shall include in such Indemnity Notice event prior to the amount or the method of computation expiration of the amount of such claim, and a reference to the provision of this Agreement upon which such claim is based, provided, however, that failure to timely give such Indemnity Notice shall not affect the Indemnifying Party’s indemnification provided hereunder except to the extent the Indemnifying Party shall have (i) been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failureobligation hereunder. If the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party disputes its liability with respect to the claim described in such claimnotice, the Indemnifying Party and the Indemnified Party will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within dispute for a period of at least thirty (30) days, the Indemnified Party may commence an Action in connection therewith.

Method of Asserting Claims. All claims for indemnification by any Indemnified Party under Section 9, other than any Tax Claim (which shall be asserted and resolved as set forth in Section 9.4) and any Environmental Claim (which shall be asserted and resolved as set forth in Section 9.5), 12.01 will be asserted and resolved as follows: 9.3.1 Subject to (a) In the provisions of each of Section 9.1 and Section 9.2, a party claiming indemnification (the “Indemnified Party”) in respect of, arising out of or involving a event any claim or demand made in respect of which an Indemnified Party might seek indemnity under Section 12.01 is asserted against or sought to be collected from such Indemnified Party by a third party against the Indemnified Party Person other than Sellers or any Affiliate of Sellers or of Purchaser (a “Third Party Claim”) shall deliver notice (a “Claim Notice”) to the other party (the “Indemnifying Party”) within fifteen (15) Business Days after receipt by ), the Indemnified Party of written notice of the Third Party Claim; provided, however, that failure to timely give such shall deliver a Claim Notice shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have (i) been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available with reasonable promptness to the Indemnifying Party. If the Indemnified Party as a result fails to provide the Claim Notice with reasonable promptness after the Indemnified Party receives notice of such failure. 9.3.2 In the case of a Third Party Claim, the Indemnifying Party shall will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party’s ability to defend has been irreparably prejudiced by such failure of the Indemnified Party. The Indemnifying Party will notify the Indemnified Party as soon as practicable whether the Indemnifying Party disputes its liability to the Indemnified Party under Section 12.01 and whether the Indemnifying Party desires, at its sole cost and expense, to defend the Indemnified Party against such Third Party Claim. The Indemnifying Party will be entitled to assume participate in such Third Party Claim and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Third Party Claim and control the defense and settlement thereof with counsel selected by the Indemnifying Party. Should Indemnified Party determines in good faith that joint representation would be inappropriate, or (ii) the Indemnifying Party so fails to provide reasonable assurance to the Indemnified Party of its financial capacity to defend such Third Party Claim and provide indemnification with respect to such Third Party Claim), to assume the defense of a such Third Party Claim with counsel satisfactory to the Indemnified Party and, after notice from the Indemnifying Party to the Indemnified Party of its election to assume the defense of such Third Party Claim, the Indemnifying Party shall not will not, as long as it diligently conducts such defense, be liable to the Indemnified Party under Section 12.01 for legal any fees of other counsel or any other expenses with respect to the defense of such Third Party Claim, in each case subsequently incurred by the Indemnified Party in connection with the defense thereofof such Third Party Claim. If the The Indemnifying Party assumes such defense, the Indemnified Party shall will have the right to employ counsel, at its own expense, separate fifteen (15) days from the counsel employed by the Indemnifying Party, provided that the Indemnifying Party shall be permitted to control such defense and any settlement. If the Indemnifying Party does not assume the defense receipt of a notice of a Third Party Claim within thirty (30) days following a Claim Notice, the Indemnified Party, by notice to the Indemnifying Party, may employ its own counsel and control the defense of the Third Party Claim and the Indemnifying Party shall be liable for the reasonable fees and disbursements of one counsel employed by the from an Indemnified Party in each applicable jurisdiction, provided that in any such case the Indemnified Party shall diligently and in good faith contest such Third Party Claim. Whether the Indemnifying Party or the Indemnified Party controls the defense of any Third Party Claim, the parties shall cooperate in to assume the defense thereof. Such cooperation shall include the retention and provision to the counsel of the controlling party of records and information that are reasonably relevant to such Third Party Claim, and making employees available on a commercially reasonable, mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party shall have the right to settle, compromise or discharge a Third Party Claim without the Indemnified Party’s consent if such settlement, compromise or discharge (i) constitutes a complete and unconditional discharge and release of the Indemnified Party, (ii) does not include any statement as to or an admission of fault, culpability or a failure to act by, or on behalf of, any such Indemnified Party and (iii) provides for no relief other than the payment of monetary damages and such monetary damages are paid by the Indemnifying Party (subject to, if Seller is the Indemnifying Party, the Deductible Amount, the Minimum Amount and the Maximum Amount, as provided above). No Third Party Claim may be settled by keep the Indemnified Party without the written consent reasonably informed of the Indemnifying Party. If status of defense. (b) Subject to Section 12.02(c), in the event any Indemnified Party desires to settle a Third Party Claim, it shall provide the Indemnifying Party with a written document signed by the Person making the Third Party Claim and the Indemnified Party setting forth the terms of the proposed settlement (the “Settlement Offer”). The Indemnifying Party shall not unreasonably withhold its consent to such proposed settlement unless it agrees that it shall indemnify the Indemnified Party with respect to such Third Party Claim in accordance with this Section 9, subject to the Maximum Amount, the Minimum Amount and the Deductible Amount, provided that the amount of the final settlement or judgment with respect to such Third Party Claim that is in excess of the amount of the Settlement Offer shall not be subject to the Maximum Amount nor shall it be applied against the Maximum Amount. 9.3.3 If an Indemnified Party has should have a claim under Section 12.01 against any Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party shall deliver notice (an “Indemnity Notice”) Notice with reasonable promptness to the Indemnifying Party. The failure by any Indemnified Party to give the Indemnity Notice shall not impair such party’s rights hereunder except to the extent that an Indemnifying Party demonstrates that it has been irreparably prejudiced thereby. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the claim described in such Indemnity Notice or fails to notify the Indemnified Party within thirty (30) days after following receipt of such Indemnity Notice whether the Indemnified Indemnifying Party has Knowledge of any disputes the claim that described in such Indemnity Notice, the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement describing in reasonable detail Loss arising from the facts giving rise to any claim for indemnification and shall include specified in such Indemnity Notice will be conclusively deemed a liability of the amount or Indemnifying Party under Section 12.01 and the method of computation of Indemnifying Party shall pay the amount of such claim, and a reference Loss to the provision of this Agreement upon which such claim is based, provided, however, that failure to timely give such Indemnity Notice shall not affect Indemnified Party on demand following the indemnification provided hereunder except to the extent the Indemnifying Party shall have (i) been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failurefinal determination thereof. If the Indemnifying Party disputes has timely disputed its liability with respect to such claim, the Indemnifying Party and the Indemnified Party will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within thirty . (30c) daysNotwithstanding anything in Section 12.02(b) to the contrary but without limiting the rights of any Purchaser Indemnified Party under Section 12.02(a) with respect to Third Party Claims, the determination of whether any Purchaser Indemnified Party makes any claim or demand for indemnification under Section 12.01(a)(i) that is based on any disclosures set forth in the Seller Certificates shall be vested exclusively in the Committee. The Committee shall have sole authority to determine whether any Purchaser Indemnified Party shall assert any such indemnification claim and, in making such determination, may commence an Action be assisted by independent legal and financial advisors of its choosing, the costs of which shall be borne by Purchaser and shall not be taken into account in connection therewithdetermining the amount of indemnifiable Losses, if any.

Method of Asserting Claims. All claims for indemnification by any Indemnified Party under Section 9, other than any Tax Claim (which shall be asserted and resolved as set forth in Section 9.4) and any Environmental Claim (which shall be asserted and resolved as set forth in Section 9.5), 7.1 will be asserted and resolved as follows: 9.3.1 Subject (a) In order for an Indemnified Party to the provisions of each of be entitled to any indemnification provided or under Section 9.1 and Section 9.2, a party claiming indemnification (the “Indemnified Party”) 7.2 in respect of, arising out of or involving a claim or demand made by any Person not a third party to this Agreement against the Indemnified Party (a “"Third Party Claim”) shall "), the Indemnified Party must deliver notice (a “Claim Notice”) Notice to the other party (the “Indemnifying Party”) within fifteen (15) Business Days Party promptly after receipt by the such Indemnified Party of written notice of the Third Party Claim; provided, however, that failure to timely give such Claim Notice shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have (i) been actually prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available failure. The Indemnifying Party shall promptly mitigate any such prejudice to the Indemnifying Party as a result of such failureextent possible. 9.3.2 In the case of (b) If a Third Party ClaimClaim is made against an Indemnified Party, the Indemnifying Party shall be entitled to assume and control participate in the defense and settlement thereof and, if it so chooses, to assume the defense thereof with counsel selected by the Indemnifying Party, which counsel must be reasonably satisfactory to the Indemnified Party. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof, but shall continue to pay for any expenses of investigation or any Adverse Consequence suffered. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, provided that . If (i) the Indemnifying Party shall be permitted to control such defense and any settlement. If the Indemnifying Party does not assume the defense of a Third Party Claim with counsel satisfactory to the Indemnified Party within thirty (30) days following a five Business Days after delivery of any Claim Notice, or (ii) legal counsel for the Indemnified Party notifies the Indemnifying Party that there are or may be legal defenses available to the Indemnified Party or to other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, which, if the Indemnified Party and the Indemnifying Party were to be represented by the same counsel, would constitute a conflict of interest for such counsel or prejudice prosecution of the defenses available to such Indemnified Party, or (iii) if the Indemnifying Party shall assume the defense of a Third Party Claim and fail to diligently prosecute such defense, then in each such case the Indemnified Party, by notice to the Indemnifying Party, may employ its own counsel and control the defense of the Third Party Claim and the Indemnifying Party shall be liable for the reasonable fees fees, charges and disbursements of one counsel employed by the Indemnified Party in each applicable jurisdiction, provided that in any such case Party; and the Indemnified Party shall diligently be promptly reimbursed for any such fees, charges and in good faith contest such Third Party Claimdisbursements, as and when incurred. Whether the Indemnifying Party or the Indemnified Party controls the defense of any Third Party Claim, the parties hereto shall cooperate in the defense thereof. Such cooperation shall include the retention and provision to the counsel of the controlling party of records and information that which are reasonably relevant to such Third Party Claim, and making employees available on a commercially reasonable, mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party shall have the right to settle, compromise or discharge a Third Party Claim (other than any such Third Party Claim in which criminal conduct is alleged) without the Indemnified Party’s 's consent if such settlement, compromise or discharge discharge (i) constitutes a complete and unconditional discharge and release of the Indemnified Party, and (ii) does not include any statement as to or an admission of fault, culpability or a failure to act by, or on behalf of, any such Indemnified Party and (iii) provides for no relief other than the payment of monetary damages and such monetary damages are paid in full by the Indemnifying Party Party. (subject to, if Seller is c) In the Indemnifying Party, the Deductible Amount, the Minimum Amount and the Maximum Amount, as provided above). No Third Party Claim may be settled by the event any Indemnified Party without the written consent of the Indemnifying Party. If the Indemnified Party desires to settle a Third Party Claim, it shall provide the Indemnifying Party with a written document signed by the Person making the Third Party Claim and the Indemnified Party setting forth the terms of the proposed settlement (the “Settlement Offer”). The Indemnifying Party shall not unreasonably withhold its consent to such proposed settlement unless it agrees that it shall indemnify the Indemnified Party with respect to such Third Party Claim in accordance with this Section 9, subject to the Maximum Amount, the Minimum Amount and the Deductible Amount, provided that the amount of the final settlement or judgment with respect to such Third Party Claim that is in excess of the amount of the Settlement Offer shall not be subject to the Maximum Amount nor shall it be applied against the Maximum Amount. 9.3.3 If an Indemnified Party has should have a claim under Section 7.1 against any Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party shall deliver notice (an “Indemnity Notice”) within thirty (30) days after Notice with reasonable promptness to the Indemnifying Party. The failure by any Indemnified Party has Knowledge of any claim that to give the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement describing in reasonable detail the facts giving rise to any claim for indemnification and shall include in such Indemnity Notice the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement upon which such claim is based, provided, however, that failure to timely give such Indemnity Notice shall not affect the indemnification provided impair such party's rights hereunder except to the extent the that an Indemnifying Party demonstrates that it has been irreparably prejudiced thereby. The Indemnifying Party shall have (i) been prejudiced as a result of promptly mitigate any such failure or (ii) forfeited rights and defenses otherwise available prejudice to the Indemnifying Party as a result of such failureextent practicable. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the claim described in such Indemnity Notice or fails to notify the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes the claim described in such Indemnity Notice, the Adverse Consequences in the amount specified in the Indemnity Notice will be conclusively deemed a liability of the Indemnifying Party under Section 7.1 and the Indemnifying Party shall pay the amount of such Adverse Consequences to the Indemnified Party on demand. If the Indemnifying Party has delivered notice disputing its liability with respect to such claimthe Indemnified Party (a "Dispute Notice") within the Dispute Period, the Indemnifying Party and the Indemnified Party will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within thirty the Resolution Period, such dispute shall be resolved by litigation in a court of competent jurisdiction. (30d) daysHoldings obligations under Section 7.1(a) shall be secured by the guarantee of each of Bankmont, BKB and FA (and its Affiliates), severally, as evidenced by each such party's execution and delivery of a Guarantee Agreement, in the Indemnified Party form attached hereto as Exhibit A. (e) Notwithstanding the termination of this Agreement, a claim for indemnity may commence an Action in connection therewithbe made under the provisions of this Article VII until the expiration of the applicable statute of limitations with respect to such claim.

Method of Asserting Claims. All claims for indemnification under Section 9, other than by any Tax Claim (which Indemnified Party shall be asserted and resolved as set forth in Section 9.4) and any Environmental Claim (which shall be asserted and resolved as set forth in Section 9.5), will be asserted and resolved as follows: 9.3.1 Subject to (a) In the provisions of each of Section 9.1 and Section 9.2, a party claiming indemnification (the “Indemnified Party”) in respect of, arising out of or involving a event any claim or demand made is asserted against or sought to be collected from such Indemnified Party by a third Person other than a party against the Indemnified Party hereto (a “Third Party Claim”) shall deliver notice (a “Claim Notice”) to the other party (the “Indemnifying Party”) within fifteen (15) Business Days after receipt by ), the Indemnified Party of written notice of the Third Party Claim; provided, however, that failure to timely give such shall deliver a Claim Notice shall not affect the indemnification provided hereunder except with reasonable promptness to the extent the Indemnifying Party shall have (i) been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failure. 9.3.2 In the case of a Third Party Claim, the Indemnifying Party shall be entitled to assume and control the defense and settlement thereof with counsel selected by the Indemnifying Party. Should If the Indemnifying Indemnified Party so assume fails to provide the defense Claim Notice with reasonable promptness after the Indemnified Party receives notice of a such Third Party Claim, the Indemnifying Party shall not be liable obligated to the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, provided that the Indemnifying Party shall be permitted to control such defense and any settlement. If the Indemnifying Party does not assume the defense of a Third Party Claim within thirty (30) days following a Claim Notice, the Indemnified Party, by notice to the Indemnifying Party, may employ its own counsel and control the defense of the Third Party Claim and the Indemnifying Party shall be liable for the reasonable fees and disbursements of one counsel employed by the Indemnified Party in each applicable jurisdiction, provided that in any such case the Indemnified Party shall diligently and in good faith contest such Third Party Claim. Whether the Indemnifying Party or the Indemnified Party controls the defense of any Third Party Claim, the parties shall cooperate in the defense thereof. Such cooperation shall include the retention and provision to the counsel of the controlling party of records and information that are reasonably relevant to such Third Party Claim, and making employees available on a commercially reasonable, mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party shall have the right to settle, compromise or discharge a Third Party Claim without the Indemnified Party’s consent if such settlement, compromise or discharge (i) constitutes a complete and unconditional discharge and release of the Indemnified Party, (ii) does not include any statement as to or an admission of fault, culpability or a failure to act by, or on behalf of, any such Indemnified Party and (iii) provides for no relief other than the payment of monetary damages and such monetary damages are paid by the Indemnifying Party (subject to, if Seller is the Indemnifying Party, the Deductible Amount, the Minimum Amount and the Maximum Amount, as provided above). No Third Party Claim may be settled by the Indemnified Party without the written consent of the Indemnifying Party. If the Indemnified Party desires to settle a Third Party Claim, it shall provide the Indemnifying Party with a written document signed by the Person making the Third Party Claim and the Indemnified Party setting forth the terms of the proposed settlement (the “Settlement Offer”). The Indemnifying Party shall not unreasonably withhold its consent to such proposed settlement unless it agrees that it shall indemnify the Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party’s ability to defend has been irreparably and materially prejudiced by such failure of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party as soon as practicable within the Dispute Period whether the Indemnifying Party disputes its liability to the Indemnified Party under Section 7.02 or Section 7.03, as the case may be, and whether the Indemnifying Party desires, at its sole cost and expense, to defend the Indemnified Party against such Third Party Claim. If the Indemnifying Party notifies the Indemnified Party pursuant to the preceding sentence that the Indemnifying Party desires to defend the Indemnified Party against the Third Party Claim, then the Indemnifying Party shall provide reasonable assurance of the Indemnifying Party’s ability to pay the Third Party Claim. Anything to the contrary in accordance with this Article 7 notwithstanding (including this Section 97.05), subject the Parent shall retain the right to control in all respects any Action, matter or other proceeding relating to Taxes, regardless of whether the Seller Group is obligated to indemnify the Parent with respect to such Action, matter or other proceeding. (b) If the Indemnifying Party notifies the Indemnified Party within the Dispute Period that the Indemnifying Party desires to defend the Indemnified Party with respect to the Maximum AmountThird Party Claim pursuant to this Section 7.05, and provides the reasonable assurance described in the penultimate sentence of Section 7.05(a), then the Indemnifying Party shall have the right to defend, with counsel reasonably satisfactory to the Indemnified Party, at the sole cost and expense of the Indemnifying Party, such Third Party Claim by all appropriate proceedings, which proceedings shall be vigorously and diligently prosecuted by the Indemnifying Party to a final conclusion or shall be settled at the discretion of the Indemnifying Party (but only with the consent of the Indemnified Party, which shall not be unreasonably withheld, in the case of any settlement that provides for any relief other than the payment of monetary damages or that provides for the payment of monetary damages as to which the Indemnified Party shall not be indemnified in full pursuant to Section 7.02 or Section 7.03, as applicable). The Indemnifying Party shall have full control of such defense and proceedings; provided, however, that the Indemnified Party may, at the sole cost and expense of the Indemnified Party, at any time prior to the Indemnifying Party’s delivery of the notice referred to in the first sentence of this clause (b), file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests; and provided further, that if requested by the Indemnifying Party, the Minimum Amount Indemnified Party shall, at the sole cost and expense of the Deductible AmountIndemnifying Party, provided provide reasonable cooperation to the Indemnifying Party in contesting any Third Party Claim that the amount Indemnifying Party elects to contest. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 7.05(b), and except as provided in the preceding sentence, the Indemnified Party shall bear its own costs and expenses with respect to such participation. Notwithstanding the foregoing, the Indemnified Party may take over the control of the final defense or settlement of a Third Party Claim at any time if it irrevocably waives its right to indemnity under Section 7.02 or judgment Section 7.03, as applicable, with respect to such Third Party Claim. (c) If the Indemnifying Party fails to notify the Indemnified Party within the Dispute Period that the Indemnifying Party desires to defend the Third Party Claim pursuant to Section 7.05(b), or if the Indemnifying Party gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, or if the Indemnifying Party gives notice that it elects not to defend the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party, the Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted by the Indemnified Party in a reasonable manner and in good faith or shall be settled at the discretion of the Indemnified Party. The Indemnified Party shall have full control of such defense and proceedings, including any compromise or settlement thereof; provided, however, that if requested by the Indemnified Party, the Indemnifying Party shall, at the sole cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnified Party and its counsel in contesting any Third Party Claim that the Indemnified Party is contesting. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 7.05(c), and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. (d) If the Indemnifying Party notifies the Indemnified Party that it does not dispute its liability to the Indemnified Party with respect to the Third Party Claim under Section 7.02 or Section 7.03, as applicable, or fails to notify the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes its liability to the Indemnified Party with respect to such Third Party Claim, the Loss in excess the amount specified in the Claim Notice shall be conclusively deemed a liability of the Indemnifying Party under Section 7.02 or Section 7.03, as applicable, and the Indemnifying Party shall pay the amount of the Settlement Offer shall not be subject such Loss to the Maximum Amount nor Indemnified Party on demand. If the Indemnifying Party has timely disputed its liability with respect to such claim, the Indemnifying Party and the Indemnified Party shall it be applied against the Maximum Amountproceed in good faith to attempt to negotiate a resolution of such dispute within 30 days. 9.3.3 If an (e) In the event any Indemnified Party has should have a claim under Section 7.02 or Section 7.03, as applicable, against any Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party shall deliver notice (an “Indemnity Notice”) within thirty (30) days after Notice with reasonable promptness to the Indemnifying Party. The failure by any Indemnified Party has Knowledge of any claim that to give the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement describing in reasonable detail the facts giving rise to any claim for indemnification and shall include in such Indemnity Notice the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement upon which such claim is based, provided, however, that failure to timely give such Indemnity Notice shall not affect the indemnification provided impair such party’s rights hereunder except to the extent the that an Indemnifying Party shall have (i) demonstrates that it has been irreparably and materially prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failurethereby. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the claim described in such Indemnity Notice or fails to notify the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes the claim described in such Indemnity Notice, the Loss in the amount specified in the Indemnity Notice shall be conclusively deemed a liability of the Indemnifying Party and the Indemnifying Party shall pay the amount of such Loss to the Indemnified Party on demand. If the Indemnifying Party has timely disputed its liability with respect to such claim, the Indemnifying Party and the Indemnified Party will shall proceed in good faith to attempt to negotiate a resolution of such dispute, and if not resolved through negotiations dispute within thirty (30) days, the Indemnified Party may commence an Action in connection therewith.

Method of Asserting Claims. All claims for indemnification by any Indemnified Party under Sections 5.21, 8.2, 8.4 and 8.5, subject to the provisions of Section 9, other than any Tax Claim (which shall be asserted and resolved as set forth in Section 9.4) and any Environmental Claim (which shall be asserted and resolved as set forth in Section 9.5)5.21 with respect to claims for indemnification related to Taxes, will be asserted and resolved as follows: 9.3.1 Subject to (a) In the provisions of each of Section 9.1 and Section 9.2, a party claiming indemnification (the “Indemnified Party”) in respect of, arising out of or involving a event any claim or demand made in respect of which an Indemnified Party might seek indemnity under Sections 5.21, 8.2, 8.4 and 8.5, is asserted against or sought to be collected from such Indemnified Party by a third party against Person other than Purchaser or any Affiliate of Purchaser (a "Third Party Claim"), the Indemnified Party (a “Third Party Claim”) shall deliver notice (a “Claim Notice”) to the other party (the “Indemnifying Party”) within fifteen (15) Business Days after receipt by the Indemnified Party of written notice of the Third Party Claim; provided, however, that failure to timely give such Claim Notice shall not affect the indemnification provided hereunder except with reasonable promptness to the extent the Indemnifying Party shall have (i) been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failure. 9.3.2 In the case of a Third Party Claim, the Indemnifying Party shall be entitled to assume and control the defense and settlement thereof with counsel selected by the Indemnifying Party. Should If the Indemnifying Indemnified Party so assume fails to provide the defense Claim Notice with reasonable promptness after the Indemnified Party receives notice of a such Third Party Claim, the Indemnifying Party shall not be liable obligated to the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, provided that the Indemnifying Party shall be permitted to control such defense and any settlement. If the Indemnifying Party does not assume the defense of a Third Party Claim within thirty (30) days following a Claim Notice, the Indemnified Party, by notice to the Indemnifying Party, may employ its own counsel and control the defense of the Third Party Claim and the Indemnifying Party shall be liable for the reasonable fees and disbursements of one counsel employed by the Indemnified Party in each applicable jurisdiction, provided that in any such case the Indemnified Party shall diligently and in good faith contest such Third Party Claim. Whether the Indemnifying Party or the Indemnified Party controls the defense of any Third Party Claim, the parties shall cooperate in the defense thereof. Such cooperation shall include the retention and provision to the counsel of the controlling party of records and information that are reasonably relevant to such Third Party Claim, and making employees available on a commercially reasonable, mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party shall have the right to settle, compromise or discharge a Third Party Claim without the Indemnified Party’s consent if such settlement, compromise or discharge (i) constitutes a complete and unconditional discharge and release of the Indemnified Party, (ii) does not include any statement as to or an admission of fault, culpability or a failure to act by, or on behalf of, any such Indemnified Party and (iii) provides for no relief other than the payment of monetary damages and such monetary damages are paid by the Indemnifying Party (subject to, if Seller is the Indemnifying Party, the Deductible Amount, the Minimum Amount and the Maximum Amount, as provided above). No Third Party Claim may be settled by the Indemnified Party without the written consent of the Indemnifying Party. If the Indemnified Party desires to settle a Third Party Claim, it shall provide the Indemnifying Party with a written document signed by the Person making the Third Party Claim and the Indemnified Party setting forth the terms of the proposed settlement (the “Settlement Offer”). The Indemnifying Party shall not unreasonably withhold its consent to such proposed settlement unless it agrees that it shall indemnify the Indemnified Party with respect to such Third Party Claim in accordance to the extent that the Indemnifying Party demonstrates that its ability to defend such Third Party Claim has been irreparably prejudiced by such failure of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party as soon as practicable within the Dispute Period whether the Indemnifying Party disputes its liability to the Indemnified Party under Sections 5.21, 8.2, 8.4 or 8.5, and whether the Indemnifying Party desires, at its sole cost and expense, to defend the Indemnified Party against such Third Party Claim. (i) If the Indemnifying Party notifies the Indemnified Party within the Dispute Period that the Indemnifying Party desires to defend the Indemnified Party with respect to the Third Party Claim pursuant to this Section 98.3(a), subject then the Indemnifying Party shall have the right to defend, with counsel reasonably satisfactory to the Maximum AmountIndemnified Party, at the sole cost and expense of the Indemnifying Party, such Third Party Claim by all appropriate Proceedings, which Proceedings will be vigorously and diligently prosecuted by the Indemnifying Party to a final conclusion or may be settled at the discretion of the Indemnifying Party; provided, however, that the Indemnifying Party shall not be permitted to effect any settlement without the written consent of the Indemnified Party unless (i) the sole relief provided in connection with such settlement is monetary damages that are paid in full by the Indemnifying Party, (ii) such settlement involves no finding or admission of any violation or breach by any Indemnified Party of any right of any other Person or any Laws, Contracts, or Governmental Permits, and (iii) such settlement has no effect on any other claims that may be made against any Indemnified Party. The Indemnifying Party shall have full control of such defense and Proceedings, including any compromise or settlement thereof (except as provided in the preceding sentence); provided, however, that the Indemnified Party may, at the sole cost and expense of the Indemnified Party, at any time prior to the Indemnifying Party's delivery of the notice referred to in the first sentence of this clause (i), file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests; and provided further, that if requested by the Indemnifying Party, the Minimum Amount Indemnified Party will, at the sole cost and expense of the Deductible AmountIndemnifying Party, provided provide reasonable cooperation to the Indemnifying Party in contesting any Third Party Claim that the amount Indemnifying Party elects to contest. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this clause (i) and except as provided in the preceding sentence, the Indemnified Party will bear its own costs and expenses with respect to such participation. Notwithstanding the foregoing, the Indemnified Party may take over the control of the final defense or settlement of a Third Party Claim at any time if it irrevocably waives its right to indemnity under Sections 5.21, 8.2, 8.4 or judgment 8.5, as the case may be, with respect to such Third Party Claim. (ii) If the Indemnifying Party fails to notify the Indemnified Party within the Dispute Period that the Indemnifying Party desires to defend the Third Party Claim pursuant to Section 8.3(a), or if the Indemnifying Party gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, or if the Indemnifying Party fails to give any notice whatsoever within the Dispute Period, then the Indemnified Party will have the right to defend, at the sole cost and expense of the Indemnifying Party, the Third Party Claim by all appropriate Proceedings, which Proceedings will be prosecuted by the Indemnified Party in a reasonable manner and in good faith or will be settled at the discretion of the Indemnified Party (with the consent of the Indemnifying Party, which consent will not be unreasonably withheld). Subject to the immediately preceding sentence, the Indemnified Party will have full control of such defense and Proceedings, including any compromise or settlement thereof; provided, however, that if requested by the Indemnified Party, the Indemnifying Party will, at the sole cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnified Party and its counsel in contesting any Third Party Claim which the Indemnified Party is contesting. Notwithstanding the foregoing provisions of this clause (ii), if the Indemnifying Party has notified the Indemnified Party within the Dispute Period that the Indemnifying Party disputes its liability hereunder to the Indemnified Party with respect to such Third Party Claim and if such dispute is resolved in favor of the Indemnifying Party in the manner provided in clause (iii) below, the Indemnifying Party will not be required to bear the costs and expenses of the Indemnified Party's defense pursuant to this clause (ii) or of the Indemnifying Party's participation therein at the Indemnified Party's request, and the Indemnified Party will reimburse the Indemnifying Party in full for all reasonable costs and expenses incurred by the Indemnifying Party in connection with such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this clause (ii), and the Indemnifying Party will bear its own costs and expenses with respect to such participation. (iii) If the Indemnifying Party notifies the Indemnified Party that is it does not dispute its liability to the Indemnified party with respect to a Third Party Claim under Sections 5.21, 8.2, 8.4 or 8.5, as the case may be, or fails to notify the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes its liability to the Indemnified Party with respect to such Third Party Claim, the Loss in excess the amount specified in the Claim Notice will be conclusively deemed a liability of the Indemnifying Party under Sections 5.21, 8.2, 8.4 or 8.5, as the case may be, and the Indemnifying Party shall pay the amount of the Settlement Offer shall not be subject such Loss to the Maximum Amount nor Indemnified Party on demand. If the Indemnifying Party has timely disputed its liability with respect to such claim, the Indemnifying Party and Indemnified Party will dispute, and if not resolved through negotiations within the Resolution Period, such dispute shall it be applied against the Maximum Amountresolved by litigation in a court of competent jurisdiction. 9.3.3 If an (b) In the event any Indemnified Party has should have a claim under Sections 5.21, 8.2, 8.4 or 8.5 against any Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party shall deliver notice (an “Indemnity Notice”) within thirty (30) days after Notice with reasonable promptness to the Indemnifying Party. The failure by any Indemnified Party has Knowledge of any claim that to give the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement describing in reasonable detail the facts giving rise to any claim for indemnification and shall include in such Indemnity Notice the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement upon which such claim is based, provided, however, that failure to timely give such Indemnity Notice shall not affect the indemnification provided impair such party's rights hereunder except to the extent the that an Indemnifying Party shall have (i) demonstrates that it has been irreparably prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failurethereby. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the claim described in such Indemnity Notice or fails to notify the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes the claim described in such Indemnity Notice, the Loss in the amount specified in the Indemnity Notice will be conclusively deemed a liability of the Indemnifying Party under Sections 5.21, 8.2, 8.4 or 8.5 and the Indemnifying Party shall pay the amount of such Loss to the Indemnified Party on demand. If the Indemnifying Party has timely disputed its liability with respect to such claim, the Indemnifying Party and the Indemnified Party will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within thirty the Resolution Period, such dispute shall be resolved by litigation in a court of competent jurisdiction. (30c) daysIn the event of any Loss resulting from a misrepresentation or breach of warranty contained in this Agreement as to which an Indemnified Party would be entitled to claim indemnity under Sections 5.21, 8.2(a), 8.2(b), 8.4 or 8.5 but for the provisions of Section 8.2(c)(ii), such Indemnified Party may nevertheless deliver a written notice to the Indemnifying Party containing the information that would be required in a Claim Notice or an Indemnity Notice, as applicable, with respect to such Loss. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the claim described therein or fails to notify the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes the claim described in such Claim Notice or Indemnity Notice, as the case may commence an Action be, the Loss specified in connection therewiththe notice will be conclusively deemed to have been incurred by the Indemnified Party for purposes of making the determination set forth in Section 8.2(c)(ii). If the Indemnifying Party has timely disputed the claim described in such Claim Notice or Indemnity Notice, as the case may be, the Indemnifying Party and the Indemnified Party will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within the Resolution Period, such dispute shall be resolved by litigation in a court of competent jurisdiction or such other methods as the parties may agree to in writing.

Method of Asserting Claims. All claims for indemnification by any Indemnified Party under Section 9, other than any Tax Claim (which shall be asserted and resolved as set forth in Section 9.4) and any Environmental Claim (which shall be asserted and resolved as set forth in Section 9.5), 11.01 will be asserted and resolved as follows: 9.3.1 Subject to (a) In the provisions of each of Section 9.1 and Section 9.2, a party claiming indemnification (the “Indemnified Party”) in respect of, arising out of or involving a event any claim or demand made in respect of which an Indemnified Party might seek indemnity under Section 11.01 is asserted against or sought to be collected from such Indemnified Party by a third party against Person other than Seller, Purchaser or any Affiliate of Seller or Purchaser (a "Third Party Claim"), the Indemnified Party (shall deliver a “Claim Notice with reasonable promptness to the Indemnifying Party. The Indemnifying Party will notify the Indemnified Party as soon as practicable within the Dispute Period whether the Indemnifying Party disputes its liability to the Indemnified Party under Section 11.01 and whether the Indemnifying Party desires, at its sole cost and expense, to defend the Indemnified Party against such Third Party Claim”. (i) shall deliver notice (a “Claim Notice”) to If the other party (the “Indemnifying Party”) within fifteen (15) Business Days after receipt by Party notifies the Indemnified Party of written notice of within the Dispute Period that the Indemnifying Party will defend the Indemnified Party with respect to the Third Party ClaimClaim pursuant to this Section 11.02(a), then the Indemnifying Party will have the right to defend, at the sole cost and expense of the Indemnifying Party, such Third Party Claim by all appropriate proceedings, which proceedings will be vigorously and diligently prosecuted by the Indemnifying Party to a final conclusion or will be settled at the discretion of the Indemnifying Party (with the consent of the Indemnified Party, which consent shall not be unreasonably withheld). The Indemnifying Party will have full control of such defense and proceedings, including (except as provided in the immediately preceding sentence) any settlement thereof; provided, however, that failure to timely give such Claim Notice shall not affect the indemnification provided hereunder except Indemnified Party may, at the sole cost and expense of the Indemnified Party, at any time prior to the extent Indemnifying Party's delivery of the Indemnifying notice referred to in the first sentence of this Section 11.02(a)(i), file any motion, answer or other pleadings or take any other action that the Indemnified Party shall have (i) been prejudiced as a result of such failure reasonably believes to be necessary or (ii) forfeited rights appropriate to protect its interests and defenses otherwise available not prejudicial to the Indemnifying Party (it being understood and agreed that, except as provided in clause (ii) below, if an Indemnified Party takes any such action that is materially prejudicial and causes a result of such failure. 9.3.2 In final adjudication that is adverse to the case of a Third Party ClaimIndemnifying Party, the Indemnifying Party shall will be entitled relieved of its obligations hereunder with respect to assume and control the defense and settlement thereof with counsel selected by the Indemnifying Party. Should the Indemnifying Party so assume the defense portion of a such Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for legal expenses subsequently incurred Claim materially prejudiced by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes such defenseParty's action); and provided further, the Indemnified Party shall have the right to employ counsel, at its own expense, separate from the counsel employed that if requested by the Indemnifying Party, provided the Indemnified Party will, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party shall be permitted elects to control such defense contest, or, if appropriate and related to the Third Party Claim in question, in making any settlement. If counterclaim against the Person asserting the Third Party Claim, or any cross-complaint against any Person (other than the Indemnified Party, the Indemnifying Party does or any of their Affiliates). The Indemnified Party may participate in, but not assume control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 11.02(a)(i), and except as provided in the preceding sentence, the Indemnified Party will bear its own costs and expenses with respect to such participation. Notwithstanding the foregoing, the Indemnified Party may take over the control of the defense or settlement of a Third Party Claim within thirty (30) days following a Claim Notice, the Indemnified Party, by notice at any time if it irrevocably waives its right to the Indemnifying Party, may employ its own counsel and control the defense of the Third Party Claim and the Indemnifying Party shall be liable for the reasonable fees and disbursements of one counsel employed by the Indemnified Party in each applicable jurisdiction, provided that in any such case the Indemnified Party shall diligently and in good faith contest such Third Party Claim. Whether the Indemnifying Party or the Indemnified Party controls the defense of any Third Party Claim, the parties shall cooperate in the defense thereof. Such cooperation shall include the retention and provision to the counsel of the controlling party of records and information that are reasonably relevant indemnity under Section 11.01 with respect to such Third Party Claim, and making employees available on a commercially reasonable, mutually convenient basis to provide additional information and explanation of any material provided hereunder. The . (ii) If the Indemnifying Party shall fails to notify the Indemnified Party within the Dispute Period that the Indemnifying Party will defend the Third Party Claim pursuant to Section 11.02(a), or if the Indemnifying Party gives such notice but fails to prosecute vigorously and diligently defend or settle the Third Party Claim, or if the Indemnifying Party fails to give any notice whatsoever within the Dispute Period, then the Indemnified Party will have the right to settledefend, compromise or discharge a Third Party Claim without at the Indemnified Party’s consent if such settlement, compromise or discharge (i) constitutes a complete sole cost and unconditional discharge and release expense of the Indemnified Party, (ii) does not include any statement as to or an admission of fault, culpability or a failure to act by, or on behalf of, any such Indemnified Party and (iii) provides for no relief other than the payment of monetary damages and such monetary damages are paid by the Indemnifying Party (subject to, if Seller is the Indemnifying Party, the Deductible Amount, the Minimum Amount and the Maximum Amount, as provided above). No Third Party Claim may by all appropriate proceedings, which proceedings will be settled vigorously and diligently prosecuted by the Indemnified Party without to a final conclusion or will be settled at the written discretion of the Indemnified Party (with the consent of the Indemnifying Party, which consent will not be unreasonably withheld). If The Indemnified Party will have full control of such defense and proceedings, including (except as provided in the immediately preceding sentence) any settlement thereof; provided, however, if requested by the Indemnified Party, the Indemnifying Party will, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnified Party desires and its counsel in contesting any Third Party Claim which the Indemnified Party is contesting, or, if appropriate and related to settle a the Third Party Claim in question, in making any counterclaim against the Person asserting the Third Party Claim, it shall provide or any cross-complaint against any Person (other than the Indemnified Party, the Indemnifying Party with a written document signed by or any of their Affiliates). Notwithstanding the Person making foregoing provisions of this Section 11.02(a)(ii), if the Third Indemnifying Party Claim and has notified the Indemnified Party setting forth within the terms of Dispute Period that the proposed settlement (the “Settlement Offer”). The Indemnifying Party shall not unreasonably withhold disputes its consent liability hereunder to such proposed settlement unless it agrees that it shall indemnify the Indemnified Party with respect to such Third Party Claim and if such dispute is resolved in accordance with favor of the Indemnifying Party, the Indemnifying Party will not be required to bear the costs and expenses of the Indemnified Party's defense pursuant to this Section 911.02(a)(ii) or of the Indemnifying Party's participation therein at the Indemnified Party's request, subject and the Indemnified Party will reimburse the Indemnifying Party in full for all reasonable costs and expenses incurred by the Indemnifying Party in connection with such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 11.02(a)(ii), and the Indemnifying Party will bear its own costs and expenses with respect to such participation. (iii) If the Indemnifying Party notifies the Indemnified Party that it does not dispute its liability to the Maximum Amount, Indemnified Party with respect to the Minimum Amount and Third Party Claim under Section 11.01 or fails to notify the Deductible Amount, provided that Indemnified Party within the amount of Dispute Period whether the final settlement or judgment Indemnifying Party disputes its liability to the Indemnified Party with respect to such Third Party Claim, the Loss in the amount specified in the Claim that is in excess Notice will be conclusively deemed a liability of the Indemnifying Party under Section 11.01 and the Indemnifying Party shall pay the amount of the Settlement Offer shall not be subject such Loss to the Maximum Amount nor shall it be applied against the Maximum Amount. 9.3.3 If an Indemnified Party has on demand.. (b) In the event any Indemnified Party should have a claim under Section 11.01 against any Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party shall deliver notice (an “Indemnity Notice”) within thirty (30) days after the Indemnified Party has Knowledge of any claim that the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement describing in reasonable detail the facts giving rise to any claim for indemnification and shall include in such Indemnity Notice the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement upon which such claim is based, provided, however, that failure to timely give such Indemnity Notice shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have (i) been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available with reasonable promptness to the Indemnifying Party as a result of such failureParty. If the Indemnifying Party disputes its liability with respect notifies the Indemnified Party that it does not dispute the claim described in such Indemnity Notice or fails to such claim, notify the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes the claim described in such Indemnity Notice, the Loss in the amount specified in the Indemnity Notice will be conclusively deemed a liability of the Indemnifying Party under Section 11.01 and the Indemnifying Party shall pay the amount of such Loss to the Indemnified Party will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within thirty (30) days, the Indemnified Party may commence an Action in connection therewithon demand.