Common use of Notice and Defense Clause in Contracts

Notice and Defense. 30.4.1 Subject to the foregoing provisions of this Article 30, within fifteen (15) days of receipt by an indemnified party under this Article 30 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under Section 30.1 or Section 30.1.4 above, provide Notice to the indemnifying party of the commencement thereof. The indemnifying party shall have no liability under this Article 30 for any claim or action for which the indemnified party has admitted any liability or which such Notice is not provided to the extent that such failure to give Notice actually and materially prejudices the indemnifying party’s ability to defend against such claim. In case any such action is brought against any indemnified party and it provides Notice to the indemnifying party of the commencement thereof, the indemnifying party shall assume on behalf of such indemnified party, and conduct with due diligence and in good faith, the defense of any such action against such person, whether or not the indemnifying party is joined therein; provided, however, that, without relieving the indemnifying party of its obligations hereunder, the indemnified party may elect to participate, at its expense, in the defense of any such suit. The indemnifying party shall have the right to assume the defense of any such claim or action with counsel designated by the indemnifying party and reasonably satisfactory to the indemnified party, provided, however, that if the defendants in any such action include both indemnifying party and the indemnified party, and the indemnified party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the indemnifying party, the indemnified party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party, the cost of which shall be subject to indemnification under this Article 30. 30.4.2 Should any indemnified party be entitled to indemnification under this Article 30 and should the indemnifying party fail to assume the defense of such claim or action, the indemnified party may, at the expense of the indemnifying party contest (or, with the prior consent of the indemnifying party, settle) such claim or action. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such a pending or threatened action.

Notice and Defense. 30.4.1 Subject (a) If at any time a party entitled to indemnification hereunder (the “Indemnitee”) shall receive notice from any third party of any asserted Loss claimed to give rise to indemnification hereunder, the Indemnitee shall promptly give notice thereof (“Claims Notice”) to the foregoing provisions party obligated to provide indemnification (the “Indemnitor”) of this Article 30, within fifteen (15) days of receipt by an indemnified party under this Article 30 of notice such Loss. The Claims Notice shall set forth a brief description of the commencement of any actionLoss, such indemnified party willin reasonable detail, and, if a claim in respect thereof is to be made against known or reasonably estimable, the indemnifying party under Section 30.1 or Section 30.1.4 above, provide Notice to the indemnifying party amount of the commencement thereofLoss that has been or may be suffered by the Indemnitee. The indemnifying party failure of the Indemnitee to give a Claims Notice promptly shall have no liability under this Article 30 for any claim not waive or action for which otherwise affect the indemnified party has admitted any liability or which such Notice is not provided Indemnitor’s obligations with respect thereto, except to the extent that the Indemnitor is prejudiced as a result of such failure (or to give Notice actually the extent the associated claim is barred by another provision hereof regarding any survival period). All indemnity claims by the Indemnitee shall be bona fide. Any claim for indemnification with respect to any of such matters which is not asserted by a notice given as herein provided specifically identifying the particular breach underlying such claim and materially prejudices the indemnifying party’s ability reasonable detail of facts and Losses relating thereto within the specified periods of survival may not be pursued until and unless properly made, and if regarding a representation or warranty, within the applicable survival period as set forth in Section 6.7. Thereafter, the Indemnitor shall have, at its election, the right to compromise or defend against such claim. In case any such action is brought against any indemnified party matter at the Indemnitor’s sole cost and it provides Notice to expense through counsel chosen by the indemnifying party of Indemnitor and approved by the commencement thereof, the indemnifying party Indemnitee (which approval shall assume on behalf of such indemnified party, and conduct with due diligence and in good faith, the defense of any such action against such person, whether or not the indemnifying party is joined thereinunreasonably be withheld); provided, however, thatthat (i) Indemnitor provides evidence reasonably satisfactory to Indemnitee that Indemnitor has the financial wherewithal to satisfy and discharge the Loss in full, without relieving and (ii) any such compromise or defense shall be conducted in a manner which is reasonable and not contrary to the indemnifying party Indemnitee’s interests, and the Indemnitee shall in all events have a right to veto any such compromise or defense which is unreasonable or which would jeopardize in any material respect any assets or business of the Indemnitee or any of its obligations hereunderaffiliates or increase the potential liability of, or create a new liability for, the indemnified Indemnitee or any of its affiliates and, provided further that the Indemnitor shall in all events indemnify the Indemnitee and its affiliates against any damage resulting from the manner in which such matter is compromised or defended, including any failure to pay any such claim while such litigation is pending. Notwithstanding the foregoing, if the Indemnitor receives a firm offer to settle a third party may elect Claim, and the Indemnitor desires to participateaccept such offer, the Indemnitor will give written notice to the Indemnitee to that effect. In the event that the Indemnitor does so undertake to compromise and defend a claim, the Indemnitor shall notify the Indemnitee of its intention to do so. Each party agrees in all cases to use commercially reasonable efforts to cooperate with the defending party and its counsel in the compromise of or defending of any such liabilities or claims. In addition, the nondefending party shall at all times be entitled to monitor such defense through the appointment, at its own cost and expense, in of advisory counsel of its own choosing. (b) In the defense event any Indemnitee should have an indemnity claim against any Indemnitor hereunder which does not involve a third party Claim, the Indemnitee shall transmit to the Indemnitor a Claims Notice. The Indemnitor shall have fifteen (15) business days after receipt of any such suit. The indemnifying party shall have Claims Notice in which to object in writing to the right to assume the defense of any such claim or action claims made by Indemnitee in such Claims Notice, which written objection (the “Objection Notice”) shall state, in reasonable detail, the basis for Indemnitor’s objection. In the event that Indemnitor does deliver an Objection Notice with counsel designated respect to any claim or claims made in any Claims Notice, the Indemnitor and the Indemnitee shall, within the fifteen (15) day period beginning as of the date of the receipt by Indemnitee of the indemnifying party Objection Notice, attempt in good faith to agree upon the proper resolutions of each of such claims. If the parties should so agree, a written memorandum setting forth such agreement shall be prepared and reasonably satisfactory signed by both parties. If no agreement can be reached after good faith negotiations within such 15-day negotiating period (or such extended period as the Indemnitor and the Indemnitee shall mutually agree upon in writing), the parties may pursue their remedies at law (subject to the indemnified party, provided, however, that if the defendants in any such action include both indemnifying party terms and the indemnified party, and the indemnified party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the indemnifying party, the indemnified party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense conditions of such action on behalf of such indemnified party, the cost of which shall be subject to indemnification under this Article 30Agreement). 30.4.2 Should any indemnified party be entitled to indemnification under this Article 30 and should the indemnifying party fail to assume the defense of such claim or action, the indemnified party may, at the expense of the indemnifying party contest (or, with the prior consent of the indemnifying party, settle) such claim or action. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such a pending or threatened action.

Notice and Defense. 30.4.1 Subject to the foregoing provisions of this Article 30, within fifteen (15) days of receipt by an indemnified party under this Article 30 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under Section 30.1 or Section 30.1.4 30.2 above, provide Notice to the indemnifying party of the commencement thereof. The indemnifying party shall have no liability under this Article 30 for any claim or action for which the indemnified party has admitted any liability or which such Notice is not provided to the extent that such failure to give Notice actually and materially prejudices the indemnifying party’s ability to defend against such claim. In case any such action is brought against any indemnified party and it provides Notice to the indemnifying party of the commencement thereof, the indemnifying party shall assume on behalf of such indemnified party, and conduct with due diligence and in good faith, the defense of any such action against such person, whether or not the indemnifying party is joined therein; provided, however, that, without relieving the indemnifying party of its obligations hereunder, the indemnified party may elect to participate, at its expense, in the defense of any such suit. The indemnifying party shall have the right to assume the defense of any such claim or action with counsel designated by the indemnifying party and reasonably satisfactory to the indemnified party, provided, however, that if the defendants in any such action include both indemnifying party and the indemnified party, and the indemnified party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the indemnifying party, the indemnified party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party, the cost of which shall be subject to indemnification under this Article 30. 30.4.2 Should any indemnified party be entitled to indemnification under this Article 30 and should the indemnifying party fail to assume the defense of such claim or action, the indemnified party may, at the expense of the indemnifying party contest (or, with the prior consent of the indemnifying party, settle) such claim or action. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such a pending or threatened action.

Notice and Defense. 30.4.1 Subject to the foregoing provisions of this Article 30, within fifteen (15) days of Promptly after receipt by a Buyer Indemnified Party of notice of an indemnified party Action or other event giving rise to a Buyer Claim with respect to which such Buyer Indemnified Party is entitled to indemnification under this Article 30 of notice Section 8.1, the Buyer Indemnified Party shall notify (the "Buyer Claim Notice") Shareholders' Representative and the Optionholder in writing of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against Action or the indemnifying party under Section 30.1 or Section 30.1.4 above, provide Notice to the indemnifying party of the commencement thereof. The indemnifying party shall have no liability under this Article 30 for any claim or action for which the indemnified party has admitted any liability or which such Notice is not provided to the extent that such failure to give Notice actually and materially prejudices the indemnifying party’s ability to defend against such claim. In case any such action is brought against any indemnified party and it provides Notice to the indemnifying party of the commencement thereof, the indemnifying party shall assume on behalf assertion of such indemnified party, and conduct with due diligence and in good faith, the defense of any such action against such person, whether or not the indemnifying party is joined thereinBuyer Claim; provided, however, thatthat failure to give such notice shall not affect the right to indemnification hereunder except to the extent of actual prejudice to Sellers. Sellers shall have the option, without relieving but not the indemnifying party obligation, and shall notify the Buyer Indemnified Party in writing (the "Seller Election Notice") within ten (10) Business Days after receipt of the Buyer Claim Notice of its obligations hereunderelection, to either: (A) participate (at the indemnified party may elect to participate, at its expense, expense of Sellers) in the defense of such Action or Buyer Claim (in which case the defense of such Action or Buyer Claim shall be controlled by the Buyer Indemnified Party) or (B) take charge of and control the defense of such Action or Buyer Claim (at the expense of Sellers). If Sellers elect to control the defense, they will not consent to the entry of judgment or compromise or settle the Action or Buyer Claim without Buyer's written consent (which shall not be unreasonably withheld or delayed with respect to items in clauses (X) and (Y) below) if (X) the amount to be paid pursuant to such judgment, compromise or settlement exceeds the maximum allowable amounts to be paid to Buyer Indemnified Parties pursuant to Section 8.1(d) and (e) , (Y) such judgment, compromise or settlement does not include a provision releasing the Buyer Indemnified Party from all liabilities with respect thereto or (Z) such judgment, compromise or settlement imposes any obligation on a Buyer Indemnified Party other than the payment of monetary damages. If the Shareholders' Representative fail to notify the Buyer Indemnified Party of Sellers' election within the applicable response period, then Sellers shall be deemed to have elected not to control the defense of such suitAction or Buyer Claim. The indemnifying party shall have the right If Sellers elect to assume the defense of any Action or Buyer Claim, the Buyer Indemnified Party shall have the right to employ separate counsel and participate in the defense of such claim Action or action with Buyer Claim, but the fees and expenses of such counsel designated by shall be at the indemnifying party and reasonably satisfactory to expense of the indemnified party, provided, however, that if Buyer Indemnified Party unless: (1) the defendants named parties in such Action or Buyer Claim (including any such action impleaded parties) include both indemnifying party the Buyer Indemnified Party and any Sellers and the indemnified party, and the indemnified party Buyer Indemnified Party shall have reasonably concluded been advised by such counsel that there may be one or more legal defenses available to it which that are different from or additional to those available to Sellers, (2) the indemnifying partyBuyer Indemnified Party has been advised by counsel that representation by Sellers is inappropriate in light of an actual or potential conflict of interest between them, or (3) the Buyer Indemnified Party has reasonably determined that Buyer Claims that may be incurred may exceed either individually, or when aggregated with other Buyer Claims, the indemnified party maximum allowable amounts to be paid to Buyer Indemnified Parties Pursuant to Section 8.1(d) and (e) (in which case, Sellers shall not have the right to select separate counsel to assert such legal defenses and to otherwise participate in control the defense of such action Action or Buyer Claim on behalf of the Buyer Indemnified Party, it being understood, however, that Sellers shall not, in connection with such indemnified partyAction or Buyer Claim, be liable for the cost fees and expenses of which more than one such separate firm of attorneys (in addition to any local counsel) and that all such fees and expenses shall be subject to indemnification under this Article 30. 30.4.2 Should any indemnified party be entitled to indemnification under this Article 30 and should the indemnifying party fail to assume reimbursed as they are incurred). If Sellers do not control the defense of any Action or Buyer Claim, then the Buyer Indemnified Party may settle such claim Action or action, the indemnified party may, at the expense of the indemnifying party contest (or, Buyer Claim only with the prior consent of the indemnifying party, settle) such claim or action. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending Shareholders' Representative (not to be unreasonably withheld or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such a pending or threatened actiondelayed).

Notice and Defense. 30.4.1 Subject to The party (KNE or TBI) seeking indemnification under the foregoing provisions terms of this Article 30, within fifteen X (15the "Indemnified Party") days of receipt by an indemnified party under this Article 30 of notice of shall notify the commencement Indemnifying Party of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under Section 30.1 or Section 30.1.4 above, provide Notice to the indemnifying party of the commencement thereof. The indemnifying party shall have no liability under this Article 30 for any claim or action for which the indemnified party has admitted any liability or which such Notice is not provided to the extent that such failure to give Notice actually and materially prejudices the indemnifying party’s ability to defend against such claim. In case any such action is brought against any indemnified party and it provides Notice to the indemnifying party of the commencement thereof, the indemnifying party shall assume on behalf of such indemnified party, and conduct with due diligence and in good faith, the defense of any such action against such person, Claim whether or not resulting from action by a third party or parties, which gives rise to indemnification hereunder. Notice of such Claim must be given during the indemnifying Indemnity Period. Upon receipt of a notice of Claim, with respect to third party is joined thereinactions, the Indemnifying Party shall have, at its election, the right, but not the obligation, to compromise or defend any such matter at its sole cost and expense through counsel chosen by the Indemnifying Party and approved by the Indemnified Party; provided, however, thatthat any such compromise or defense shall be conducted in a manner which is reasonable and not contrary to the Indemnified Party's interests and the Indemnified Party shall in all events have a right to veto any such compromise or defense which is unreasonable or which would jeopardize in any material respect any assets or business of the Indemnified Party or any Affiliates of the Indemnified Party or increase the potential liability of, without relieving or create a new liability for, the indemnifying party Indemnified Party or any Affiliates of the Indemnified Party and, provided further that the Indemnifying Party shall in all events indemnify the Indemnified Party and its Affiliates against any damage resulting from the manner in which such matter is compromised or defended, including any failure to pay any Claim while such litigation is pending. If the Indemnifying Party does undertake to compromise or defend, the Indemnifying Party shall notify the Indemnified Party of its obligations hereunderintention to do so. Each party agrees in all cases to cooperate with the party assuming the primary defense of any Claim and its or his counsel in the compromise of or defense of any Claim. In addition, the indemnified non-defending party may elect shall at all times be entitled to participatemonitor such defense through the appointment, at its or his own cost and expense, in the defense of any such suit. The indemnifying party shall have the right to assume the defense advisory counsel of any such claim its or action with counsel designated by the indemnifying party and reasonably satisfactory to the indemnified party, provided, however, that if the defendants in any such action include both indemnifying party and the indemnified party, and the indemnified party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the indemnifying party, the indemnified party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party, the cost of which shall be subject to indemnification under this Article 30his own choosing. 30.4.2 Should any indemnified party be entitled to indemnification under this Article 30 and should the indemnifying party fail to assume the defense of such claim or action, the indemnified party may, at the expense of the indemnifying party contest (or, with the prior consent of the indemnifying party, settle) such claim or action. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such a pending or threatened action.

Notice and Defense. 30.4.1 Subject The Party or Parties seeking to be indemnified (collectively, the foregoing provisions “Indemnified Party”) shall give the Party or Parties from whom indemnification is sought (collectively, the “Indemnifying Party”) prompt written notice (and in any event written notice delivered within sixty (60) calendar days after the receipt of this Article 30, within fifteen (15) days of receipt by an indemnified party under this Article 30 of service or other notice of the commencement of any actionsuit, such indemnified party willaction or arbitration proceeding) of the Third Party Claim. The Indemnifying Party may undertake and control the defense and/or settlement of the Third Party Claim, by representatives chosen by it, if a claim in the Indemnifying Party admits that it has an indemnification obligation hereunder with respect thereof is to be made against the indemnifying party under Section 30.1 or Section 30.1.4 above, provide Notice to the indemnifying party Third Party Claim, in which case such assumption shall constitute the Indemnifying Party’s undertaking to pay directly all costs, expenses, damages, judgments, awards, penalties and assessments incurred in connection therewith. With the prior written consent of the commencement thereofIndemnified Party, the Indemnifying Party may undertake the defense of the Third Party Claim without admitting that it has an indemnification obligation hereunder. The indemnifying party Failure to give, or unreasonable delay in giving, notice of the Third Party Claim shall have no liability not affect the Indemnifying Party’s duties or obligations under this Article 30 for any claim or action for which the indemnified party has admitted any liability or which such Notice is not provided 7, except to the extent that such failure to give Notice actually and materially prejudices the indemnifying party’s ability to defend against such claimIndemnifying Party is prejudiced thereby. In case any such action So long as the Indemnifying Party is brought against any indemnified party and it provides Notice to defending the indemnifying party of the commencement thereof, the indemnifying party shall assume on behalf of such indemnified party, and conduct with due diligence Third Party Claim actively and in good faith, the defense of any such action against such person, whether or Indemnified Party shall not settle the indemnifying party is joined therein; provided, however, that, without relieving the indemnifying party of its obligations hereunder, the indemnified party may elect to participate, at its expense, in the defense of any such suitThird Party Claim. The indemnifying party Indemnified Party shall have the right to assume the defense of any such claim or action with counsel designated by the indemnifying party and reasonably satisfactory to the indemnified party, provided, however, that if the defendants in any such action include both indemnifying party and the indemnified party, and the indemnified party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those make available to the indemnifying party, the indemnified party shall have the right to select separate counsel to assert such legal defenses Indemnifying Party or its representatives all records and to otherwise participate other materials required by them and in the defense of such action on behalf of such indemnified party, possession or under the cost of which shall be subject to indemnification under this Article 30. 30.4.2 Should any indemnified party be entitled to indemnification under this Article 30 and should the indemnifying party fail to assume the defense of such claim or action, the indemnified party may, at the expense control of the indemnifying party contest (orIndemnified Party, with for the prior consent use of the indemnifying partyIndemnifying Party and its representatives in defending any the Third Party Claim, settle) and shall in other respects give reasonable cooperation in such claim or action. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such a pending or threatened actiondefense.

Notice and Defense. 30.4.1 Subject Each party entitled to indemnification under this Section 8.2 (the “Indemnified Party”) shall give notice to the foregoing provisions of this Article 30, within fifteen party required to provide indemnification (15the “Indemnifying Party”) days of receipt by an indemnified party under this Article 30 of notice of the commencement promptly after such Indemnified Party has actual knowledge of any action, such indemnified party will, if a claim in respect thereof is as to which indemnity may be made against the indemnifying party under Section 30.1 or Section 30.1.4 above, provide Notice to the indemnifying party of the commencement thereof. The indemnifying party shall have no liability under this Article 30 for any claim or action for which the indemnified party has admitted any liability or which such Notice is not provided to the extent that such failure to give Notice actually and materially prejudices the indemnifying party’s ability to defend against such claim. In case any such action is brought against any indemnified party and it provides Notice to the indemnifying party of the commencement thereof, the indemnifying party shall assume on behalf of such indemnified partysought, and conduct with due diligence and in good faith, shall permit the defense of any such action against such person, whether or not the indemnifying party is joined therein; provided, however, that, without relieving the indemnifying party of its obligations hereunder, the indemnified party may elect to participate, at its expense, in the defense of any such suit. The indemnifying party shall have the right Indemnifying Party to assume the defense of any such claim or action with any litigation resulting therefrom, provided that counsel designated by for the indemnifying party and reasonably satisfactory to the indemnified partyIndemnifying Party, provided, however, that if the defendants in any such action include both indemnifying party and the indemnified party, and the indemnified party who shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the indemnifying party, the indemnified party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party, the cost of which shall be subject to indemnification under this Article 30. 30.4.2 Should any indemnified party be entitled to indemnification under this Article 30 and should the indemnifying party fail to assume conduct the defense of such claim or actionlitigation, shall be approved by the indemnified party mayIndemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party’s expense, and provided further that the expense failure of any Indemnified Party to give notice as provided herein shall not relieve the indemnifying party contest (orIndemnifying Party of its obligations under this Agreement unless the failure to give such notice is materially prejudicial to an Indemnifying Party’s ability to defend such action and provided further, with that the prior consent Indemnifying Party shall not assume the defense for matters as to which there is a conflict of interest or there are separate and different defenses. No Indemnifying Party, in the indemnifying party, settle) defense of any such claim or action. No indemnifying party litigation, shall, without except with the prior written consent of the indemnified partyeach Indemnified Party (whose consent shall not be unreasonably withheld), effect consent to entry of any judgment or enter into any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement includes does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release of such indemnified party from all liability in respect to such claim or litigation. Notwithstanding the foregoing, to the extent that the provisions on any claims that indemnification and contribution contained in the underwriting agreement entered into in connection with the underwritten public offering are in conflict with the subject matter of such a pending or threatened actionforegoing provisions, the provisions in the underwriting agreement shall control.

Notice and Defense. 30.4.1 Subject to the foregoing provisions of this Article 30, within fifteen (15) days of Promptly after receipt by an indemnified party under this Article 30 the Indemnitee of notice of the commencement of any action, such indemnified party willsuit or proceedings, the Indemnitee is hereby required, if a claim in respect thereof is to be made against the indemnifying party Company and/or any Subsidiary under Section 30.1 or Section 30.1.4 above, provide Notice this Agreement to notify the indemnifying party Company and each relevant Subsidiary of the commencement thereof. The indemnifying party shall ; but the omission so to notify the Company and each relevant Subsidiary will not relieve the Company nor any relevant Subsidiary from any liability which they may have no liability to the Indemnitee otherwise than under this Article 30 for any claim or action for which the indemnified party has admitted any liability or which such Notice is not provided Agreement except to the extent that such failure lack of prompt notification shall cause the Company and/or any relevant Subsidiary to give Notice actually and materially prejudices the indemnifying party’s ability be denied coverage under any insurance policy that may then be in effect. With respect to defend against such claim. In case any such action is brought against action, suit or proceedings as to which the Indemnitee notifies the Company and or any indemnified party and it provides Notice to the indemnifying party Subsidiary of the commencement thereof: (a) the Company and/or each relevant Subsidiary will be entitled to participate therein at their own expense; (b) except as otherwise provided below to the extent that they may wish, the Company and/or any relevant Subsidiary jointly with any other indemnifying party shall similarly notified will be entitled to assume on behalf of such indemnified party, and conduct with due diligence and in good faith, the defense of any such action against such personthereof, whether or not with counsel satisfactory to the indemnifying party is joined therein; provided, however, that, without relieving Indemnitee. After notice from the indemnifying party Company and/or each relevant Subsidiary to the Indemnitee of its obligations hereunder, the indemnified party may elect election to participate, at its expense, in so assume the defense thereof, neither the Company nor any Subsidiary will be liable to the Indemnitee under this Agreement for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof other than reasonable costs of any such suitinvestigation or as otherwise provided below. The indemnifying party Indemnitee shall have the right to assume employ separate counsel in such action, suit or proceedings but the fees and expenses of such counsel incurred after notice from the Company and/or each relevant Subsidiary of its assumption of the defense thereof shall be at the expense of any such claim or action with the Indemnitee unless (i) the employment of counsel designated by the indemnifying party and reasonably satisfactory to Indemnitee has been authorized in writing by an executive officer of the indemnified partyCompany and/or each relevant Subsidiary, provided, however, that if (ii) the defendants in any such action include both indemnifying party and the indemnified party, and the indemnified party Indemnitee shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to a conflict of interest between the indemnifying party, Company and/or any relevant Subsidiary and the indemnified party shall have Indemnitee in the right to select separate counsel to assert such legal defenses and to otherwise participate in conduct of the defense of such action on behalf of such indemnified partyaction, or (iii) the cost of which Company and/or any relevant Subsidiary shall be subject to indemnification under this Article 30. 30.4.2 Should any indemnified party be entitled to indemnification under this Article 30 and should the indemnifying party fail not in fact have employed counsel to assume the defense of such claim or action, in each of which cases the indemnified party may, fees and expenses of counsel shall be at the expense of the indemnifying party contest (orCompany and/or each relevant Subsidiary. Neither the Company nor any Subsidiary shall be entitled to assume the defense of any action, with the prior consent suit or proceedings brought by or on behalf of the indemnifying party, settleCompany and/or any Subsidiary or as to which the Indemnitee shall have made the conclusion provided for in (ii) such above; and (c) neither the Company nor any Subsidiary shall be liable to indemnify the Indemnitee under this Agreement for any amounts paid in settlement or compromise of any action or claim or action. No indemnifying party shall, effected without the prior written consent of the indemnified partyCompany and each relevant Subsidiary. Neither the Company nor any Subsidiary shall settle any action or claim in any manner which would impose any penalty or limitation on the Indemnitee without the prior written consent of the Indemnitee. Neither the Company, effect any settlement of Subsidiary, nor the Indemnitee will unreasonably withhold its consent to any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such a pending or threatened actionproposed settlement.

Notice and Defense. 30.4.1 Subject The Party or Parties seeking to be indemnified (collectively, the foregoing provisions “Indemnified Party”) shall give the Party or Parties from whom indemnification is sought (collectively, the “Indemnifying Party”) prompt written notice (and in any event written notice delivered within sixty (60) calendar days after the receipt of this Article 30, within fifteen (15) days of receipt by an indemnified party under this Article 30 of service or other notice of the commencement of any actionsuit, such indemnified party willaction or arbitration proceeding) of the Third Party Claim. The Indemnifying Party may undertake and control the defense and/or settlement of the Third Party Claim, by representatives chosen by it, if a claim in the Indemnifying Party admits that it has an indemnification obligation hereunder with respect thereof is to be made against the indemnifying party under Section 30.1 or Section 30.1.4 above, provide Notice to the indemnifying party Third Party Claim, in which case such assumption shall constitute the Indemnifying Party’s irrevocable agreement to pay directly all Claims incurred in connection therewith. With the prior written consent of the commencement thereofIndemnified Party, the Indemnifying Party may undertake the defense of the Third Party Claim without admitting that it has an indemnification obligation hereunder. The indemnifying party Failure to give notice of the Third Party Claim shall have no liability not affect the Indemnifying Party’s duties or obligations under this Article 30 for any claim or action for which the indemnified party has admitted any liability or which such Notice is not provided 6, except and only to the extent that such failure to give Notice actually and materially prejudices the indemnifying party’s ability to defend against such claim. In case any such action is brought against any indemnified party and it provides Notice to the indemnifying party of the commencement thereofthat, the indemnifying party shall assume on behalf as a result of such indemnified partyfailure, and conduct with due diligence a Party that was entitled to receive such notice was deprived of its right to recover any payment under its applicable insurance coverage or was otherwise actually damaged as a result of such failure. So long as the Indemnifying Party is defending the Third Party Claim actively and in good faith, the defense of any such action against such person, whether or Indemnified Party shall not settle the indemnifying party is joined therein; provided, however, that, without relieving the indemnifying party of its obligations hereunder, the indemnified party may elect to participate, at its expense, in the defense of any such suitThird Party Claim. The indemnifying party Indemnified Party shall have the right to assume the defense of any such claim or action with counsel designated by the indemnifying party and reasonably satisfactory to the indemnified party, provided, however, that if the defendants in any such action include both indemnifying party and the indemnified party, and the indemnified party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those make available to the indemnifying party, the indemnified party shall have the right to select separate counsel to assert such legal defenses Indemnifying Party or its representatives all records and to otherwise participate other materials required by them and in the possession or under the control of the Indemnified Party, for the use of the Indemnifying Party and its representatives in defending any the Third Party Claim, and shall in other respects give reasonable cooperation in such defense of such action on behalf of such indemnified party, the cost of which shall be subject to indemnification under this Article 30. 30.4.2 Should any indemnified party be entitled to indemnification under this Article 30 and should the indemnifying party fail to assume the defense of such claim or action, the indemnified party may, at the expense of the indemnifying party contest (or, with the prior consent of the indemnifying party, settle) such claim or action. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such a pending or threatened actionIndemnifying Party.

Notice and Defense. 30.4.1 Subject (a) Purchaser, on the one hand, or Seller, on the other hand, shall promptly notify Seller or Purchaser, as the case may be, of any claim, suit or demand which the notifying party believes will entitle it to the foregoing provisions of this Article 30, within fifteen (15) days of receipt by an indemnified party indemnification under this Article 30 6; provided, however, that the failure to give such notice shall not affect the liability of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under Section 30.1 or Section 30.1.4 aboveunless the failure to give such notice prejudices the indemnifying party. (b) If the Claim for which indemnification is sought is asserted by a third party, provide Notice to the indemnifying party shall have, at its election, the right to compromise and defend any such matter at its sole cost and expense, through counsel chosen by it but subject to the reasonable approval of the commencement thereofindemnified party. If the indemnifying party so undertakes to compromise and defend, the indemnifying party shall notify the other party hereto of its intention to do so. The indemnifying party must defend such matter diligently or the indemnified party may assume control of the defense of such matter. The indemnifying party shall have no liability under this Article 30 for not, without the indemnified party's written consent, settle or compromise any claim or action for which consent to an entry of a judgment that does not include as an unconditional term thereof a release of the indemnified party has admitted any liability or which such Notice is not provided to the extent that such failure to give Notice actually and materially prejudices party. If the indemnifying party’s ability to defend against such claim. In case any such action is brought against any indemnified party and it provides Notice to the indemnifying party , within a reasonable time after notice of the commencement thereofa Claim, the indemnifying party shall assume on behalf of such indemnified party, and conduct with due diligence and in good faith, the defense of any such action against such person, whether or not the indemnifying party is joined therein; provided, however, that, without relieving the indemnifying party of its obligations hereunder, the indemnified party may elect to participate, at its expense, in the defense of any such suit. The indemnifying party shall have the right fails to assume the defense of any such claim or action with counsel designated by the indemnifying party and reasonably satisfactory to the indemnified party, provided, however, that if the defendants in any such action include both indemnifying party and the indemnified party, and the indemnified party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the indemnifying party, the indemnified party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party, the cost of which shall be subject to indemnification under this Article 30. 30.4.2 Should any indemnified party be entitled to indemnification under this Article 30 and should undertake the indemnifying party fail to assume the defense defense, compromise or settlement of such claim or action, the indemnified party may, Claim at the expense of and for the indemnifying party contest (or, with the prior consent account and risk of the indemnifying party, settle) such claim or action. No indemnifying party shall, without the prior written consent utilizing counsel of the indemnified party, effect any settlement 's own choosing. Each party agrees in all cases to cooperate with the defending party and its counsel in the compromise or defense of any pending or threatened action in respect of which any indemnified party is or could have been a such Claims. The defending party and indemnity could have been sought hereunder the non-defending party or parties may be represented by such indemnified party the same counsel unless such settlement includes an unconditional release representation would be inappropriate due to conflicts of interests between them. In addition, the non-defending party or parties shall at all times be entitled to monitor such indemnified party from all liability on any claims that are defense through the subject matter appointment of such a pending counsel of its or threatened actiontheir own choosing, at its or their own cost and expense.

Notice and Defense. 30.4.1 Subject If a Buyer Indemnified Party or Seller Indemnified Party seeking indemnification ("Indemnified Party") desires to the foregoing provisions of this Article 30, within fifteen make a claim against a party for indemnification (15"Indemnifying Party") days of receipt by an indemnified party under this Article 30 IX (or, in the case of a Buyer Indemnified Party, to have Damages in respect of a matter included for purposes of determining whether the Threshold Amount has been met or exceeded), the Indemnified Party will, within 15 days after the Indemnified Party -41- 48 receives notice of a claim, notify the commencement Indemnifying Party in writing of any actionclaim or demand as to which the Indemnified Party is entitled to claim indemnification (or, such indemnified party willin the case of a Buyer Indemnified Party, if a of any claim in respect thereof is or demand which the Buyer Indemnified Party intends to be made credit against the indemnifying party under Section 30.1 or Section 30.1.4 aboveThreshold Amount), provide Notice and, to the indemnifying party of extent known, the commencement thereofamount and circumstances surrounding such claim. The indemnifying party Indemnified Party's failure to provide such timely notice shall have no liability not preclude the Indemnified Party from seeking indemnification under this Article 30 for any claim or action for which the indemnified party has admitted any liability or which such Notice is not provided IX unless and to the extent that the Indemnifying Party has been materially prejudiced by such failure delay. In the event the claim is a third party Action against an Indemnified Party or involves a claim by or liability involving a Governmental Entity, the Indemnifying Party shall have the right to give Notice actually and materially prejudices the indemnifying party’s ability employ counsel of its choice to defend against such claim. In case any such action is brought against any indemnified party and it provides Notice to the indemnifying party of the commencement thereof, the indemnifying party shall assume on behalf of such indemnified party, and conduct with due diligence and in good faith, the defense of any such action against such person, whether claim or not the indemnifying party is joined thereindemand; provided, however, that, without relieving the indemnifying party of its obligations hereunder, that (i) the indemnified party may elect Party is kept fully informed of all developments and is promptly furnished copies of all relevant papers; (ii) the Indemnifying Party promptly commences and diligently prosecutes the defense; and (iii) the Indemnified Party shall have the right to participate, at its expenseown expense and through counsel selected by it, in the defense of any such suitclaim. If the conditions of the foregoing proviso are not met, if the positions of the Indemnified Party and the Indemnifying Party under the Action are in conflict, or if the Indemnifying Party chooses not to control the defense, the Indemnified Party shall assume and control the defense of such third party Action at the expense of the Indemnifying Party. The indemnifying party Indemnifying Party, or, if the conditions to the foregoing proviso are not met, the Indemnified Party, shall have the right to assume the defense of pay, compromise or settle any such third party claim or action with counsel designated by the indemnifying party and reasonably satisfactory to the indemnified party, provided, however, that if the defendants in any such action include both indemnifying party and the indemnified party, and the indemnified party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the indemnifying party, the indemnified party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party, the cost of which shall be subject to indemnification under this Article 30. 30.4.2 Should any indemnified party be entitled to indemnification under this Article 30 and should the indemnifying party fail to assume the defense of such claim or action, the indemnified party may, at the expense of the indemnifying party contest (or, with the prior consent of the indemnifying party, settle) such claim or action. No indemnifying party shall, without the prior written consent of the indemnified other party, effect any settlement of any pending which consent will not be unreasonably withheld, conditioned or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such a pending or threatened actiondelayed.

Notice and Defense. 30.4.1 Subject The party or parties entitled to the foregoing provisions of this Article 30, within fifteen (15) days of receipt by an be indemnified party under this Article 30 of 8 (whether one or more, the "Indemnified Party") will give the party from whom indemnification is sought (the "Indemnifying Party") prompt written notice of the commencement after receiving written notice of any action, lawsuit, proceeding, investigation or other claim against it (if by a third party) or discovering the liability, obligation or facts giving rise to such indemnified party willclaim for indemnification, and the Indemnifying Party shall be entitled to participate in the defense of such action, lawsuit, proceeding, investigation or other claim giving rise to an Indemnified Party's claim for indemnification at such Indemnifying Party's expense, and at its option (subject to the limitations set forth below) shall be entitled to appoint a recognized and reputable counsel reasonably acceptable to the Indemnified Party to be the lead counsel in connection with such defense; provided, that prior to the Indemnifying Party assuming control of such defense, it shall first verify to the Indemnified Party in writing that such Indemnifying Party shall be fully responsible (with no reservation of any rights) for all liabilities and obligations relating to such claim for indemnification and that it shall provide full indemnification (whether or not otherwise required hereunder) to the Indemnified Party with respect to such action, lawsuit, proceeding, investigation or other claim giving rise to such claim for indemnification hereunder; provided further, the Indemnifying Party shall not be entitled to assume control of such defense and shall pay the fees and expenses of counsel retained by the Indemnified Party if (i) the claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation; (ii) the claim seeks an injunction or equitable relief against the Indemnified Party; (iii) there is a reasonably probability that a claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, or (iv) the claim involves environmental matters in respect thereof is to be made against which case the indemnifying party under Section 30.1 or Section 30.1.4 above, provide Notice to the indemnifying party of the commencement thereof. The indemnifying party Indemnified Party shall have no liability sole control and management authority over the resolution of such claim (including hiring legal counsel and environmental consultants, conducting environmental investigations and cleanups, negotiating with governmental agencies and third parties and defending or settling claims and actions). Failure to give prompt notice shall not affect the Indemnifying Party's duty or obligations under this Article 30 for any claim or action 8, except to the extent (and only to the extent that) such failure shall have caused the damages for which the indemnified party has admitted any liability or which Indemnifying Party is obligated to be greater than such Notice damages would have been had the Indemnified Party given the Indemnifying Party prompt notice hereunder. So long as the Indemnifying Party is not provided to the extent that such failure to give Notice actually and materially prejudices the indemnifying party’s ability to defend against such claim. In case defending any such action is brought against any indemnified party and it provides Notice to the indemnifying party of the commencement thereof, the indemnifying party shall assume on behalf of such indemnified party, and conduct with due diligence actively and in good faith, the defense of any Indemnified Party shall not settle such action against such person, whether or not the indemnifying party is joined therein; provided, however, that, without relieving the indemnifying party of its obligations hereunder, the indemnified party may elect to participate, at its expense, in the defense of any such suitaction. The indemnifying party Indemnified Party shall have the right to assume the defense of any such claim or action with counsel designated by the indemnifying party and reasonably satisfactory to the indemnified party, provided, however, that if the defendants in any such action include both indemnifying party and the indemnified party, and the indemnified party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those make available to the indemnifying party, the indemnified party shall have the right to select separate counsel to assert such legal defenses Indemnifying Party or its representatives all records and to otherwise participate other materials required by them and in the defense possession or under the control of the Indemnified Party, for the use of the Indemnifying Party and its representatives in defending any such action on behalf of such indemnified party, the cost of which shall be subject to indemnification under this Article 30. 30.4.2 Should any indemnified party be entitled to indemnification under this Article 30 and should the indemnifying party fail to assume the defense of such claim or action, the indemnified party may, at the expense of the indemnifying party contest (or, with the prior consent of the indemnifying party, settle) and shall in other respects give reasonable cooperation in such claim or action. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such a pending or threatened actiondefense.

Notice and Defense. 30.4.1 Subject to the foregoing provisions of this Article 30, within fifteen (15) days of receipt by an indemnified party under this Article 30 of notice The obligation of the commencement of any action, such indemnified party will, if a claim in Company and the Investors hereunder with respect thereof is to be made against the indemnifying party under Section 30.1 or Section 30.1.4 above, provide Notice to the indemnifying party of the commencement thereof. The indemnifying party shall have no liability under this Article 30 for their respective indemnities hereunder resulting from any claim or action for which other assertion of liability by third parties (hereinafter collectively, "Third Party Claim(s)"), shall be subject to the indemnified following terms and conditions: (i) The party has admitted seeking indemnification hereunder (the "Indemnified Party") shall give written notice of any liability or which such Notice Third Party Claim to the party from whom indemnification is sought hereunder (the "Indemnifying Party") within ten (10) business days after the Indemnified Party receives notice thereof; provided, however, the failure to give notice timely shall not provided affect the Indemnifying Party's obligation hereunder except to the extent that such failure to give Notice actually and materially prejudices the indemnifying party’s Indemnifying Party or its ability to defend against or reduce the Loss relating to such claim. In case any such action is brought against any indemnified party and it provides Notice to the indemnifying party of the commencement thereof, the indemnifying party shall assume on behalf of such indemnified party, and conduct with due diligence and in good faith, the defense of any such action against such person, whether or not the indemnifying party is joined therein; provided, however, that, without relieving the indemnifying party of its obligations hereunder, the indemnified party may elect to participate, at its expense, in the defense of any such suit. Third Party Claim. (ii) The indemnifying party Indemnifying Party shall have the right to assume undertake, with counsel or other representatives of its own choosing and reasonably acceptable to the Indemnified Party, the defense or settlement of any such claim or action with counsel designated by Third Party Claim. (iii) In the indemnifying party and reasonably satisfactory to event that the indemnified party, provided, however, that if the defendants in any such action include both indemnifying party and the indemnified party, and the indemnified party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the indemnifying party, the indemnified party Indemnifying Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in undertake the defense of any Third Party Claim, but shall fail to notify the Indemnified Party within ten (10) days of receipt of the notice that it has elected to undertake such action on behalf defense or settlement, or if at any time the Indemnifying Party shall otherwise fail to diligently defend or pursue settlement of such indemnified partyclaim, then the cost Indemnified Party shall have the right to undertake the defense, compromise or settlement of which shall be subject such claim, with counsel reasonably acceptable to indemnification under this Article 30the Indemnifying Party. 30.4.2 Should (iv) Neither party shall settle any indemnified party be entitled to indemnification under this Article 30 and should the indemnifying party fail to assume the defense of such claim or action, the indemnified party may, at the expense of the indemnifying party contest (or, with the prior consent of the indemnifying party, settle) such claim or action. No indemnifying party shall, Third Party Claim without the prior written consent of the indemnified other party, effect any which consent shall not be unreasonably withheld or delayed. In the event the Indemnifying Party submits to the Indemnified Party a bona fide settlement offer from the third party claimant of any pending Third Party Claim (which settlement offer shall include as an unconditional term thereof the giving by the claimant or threatened action the plaintiff to the Indemnified Party of a release from all liability in respect of such claim) and the Indemnified Party refuses to consent to such settlement, then thereafter the Indemnifying Party's liability to the Indemnified Party for indemnification hereunder with respect to such Third Party Claim shall not exceed the settlement amount included in said bona fide settlement offer, and the Indemnified Party shall either assume the defense of such Third Party Claim or pay the Indemnifying Party's attorneys fees and other out of pocket costs incurred thereafter in continuing the defense of such claim. (v) Regardless of which any indemnified party is conducting the defense of any such Third Party Claim, the other party, with counsel or could other representatives of its own choosing and at its sole cost and expense, shall have been a the right to consult with the party conducting the defense of such claim and its counsel or other representatives concerning such claim and the Indemnifying Party and the Indemnified Party and their respective counsel or other representatives shall cooperate with respect to such claim, and the party conducting the defense of any such claim and its counsel shall in any case keep the other party and indemnity could have been sought hereunder by its counsel (if any) fully informed as to the status of any claim and any matters relating thereto. Each party shall provide to the other party such indemnified records, books, documents and other materials as shall reasonably be necessary for such party unless such settlement includes an unconditional release to conduct or evaluate the defense of such indemnified party from all liability on any claims that are the subject matter of such a pending or threatened actionThird Party Claim and will generally cooperate with respect to any matters relating thereto.

Notice and Defense. 30.4.1 Subject to the foregoing provisions of this Article 30, within fifteen (15) days of receipt by an indemnified party under this Article 30 of notice The obligations of the commencement of any actionPrincipal Company Shareholders and the Parent hereunder with respect to their respective indemnities pursuant to this Section 14, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under Section 30.1 or Section 30.1.4 above, provide Notice to the indemnifying party of the commencement thereof. The indemnifying party shall have no liability under this Article 30 for resulting from any claim or action for which other assertion of liability by third parties (hereinafter collectively, "Third Party Claim(s)"), shall be subject to the indemnified party has admitted following terms and conditions: (1) The Party seeking indemnification hereunder (the "Indemnified Party") shall give written notice (a "Claim Notice") of any liability or which such Notice Third Party Claim(s) to the Party from whom indemnification is sought hereunder (the "Indemnifying Party") within a reasonable time after the Indemnified Party receives notice thereof; provided, however, that the failure to give notice timely shall not provided affect the Indemnifying Party's obligations hereunder except to the extent that such failure to give Notice actually and materially prejudices the indemnifying party’s Indemnifying Party or its ability to defend against such claim. In case any such action is brought against any indemnified party and it provides Notice to the indemnifying party of the commencement thereof, the indemnifying party shall assume on behalf of such indemnified party, and conduct with due diligence and in good faith, the defense of any such action against such person, whether or not the indemnifying party is joined therein; provided, however, that, without relieving the indemnifying party of its obligations hereunder, the indemnified party may elect to participate, at its expense, in the defense of any such suit. Third Party Claim(s); (2) The indemnifying party Indemnifying Party shall have the right to assume undertake, with counsel or other representatives of its own choosing and reasonably acceptable to the Indemnified Party, the defense or settlement of any such claim Third Party Claim(s); (3) In the event that the Indemnifying Party shall fail to notify the Indemnified Party within ten (10) days of receipt of the Claim Notice that it has elected to undertake such defense or action with counsel designated by settlement, or if at any time the indemnifying party and reasonably satisfactory Indemnifying Party shall otherwise fail to diligently defend or pursue settlement of such claim, then the indemnified party, provided, however, that if the defendants in any such action include both indemnifying party and the indemnified party, and the indemnified party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the indemnifying party, the indemnified party Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in undertake the defense defense, compromise, or settlement of such action on behalf of such indemnified party, the cost of which shall be subject to indemnification under this Article 30. 30.4.2 Should any indemnified party be entitled to indemnification under this Article 30 and should the indemnifying party fail to assume the defense of such claim or action, the indemnified party may, at the expense of the indemnifying party contest (orclaim, with counsel reasonably acceptable to the prior consent of the indemnifying party, settleIndemnifying Party; and (4) such claim or action. No indemnifying party shall, Party shall settle any Third Party Claim(s) without the prior written consent of the indemnified partyother Parties, effect any which consent shall not be unreasonably withheld or delayed. In the event the Indemnifying Party submits to the Indemnified Party a bona fide settlement offer from the third party claimant of any pending Third Party Claim(s) (which settlement offer shall include as an unconditional term thereof the giving by the claimant or threatened action the plaintiff to the Indemnified Party of a release from all liability in respect of which any indemnified party is or could have been a party such claim) and indemnity could have been sought the Indemnified Party refuses to consent to such settlement, then thereafter the Indemnifying Party's liability to the Indemnified Party for indemnification hereunder by with respect to such indemnified party unless Third Party Claim(s) shall not exceed the settlement amount included in such bona fide settlement includes an unconditional release offer, and the Indemnified Party shall either assume the defense of such indemnified party from all liability on any claims that are Third Party Claim(s) or pay the subject matter Indemnifying Party's attorneys fees and other out of pocket costs incurred thereafter in continuing the defense of such a pending claim. Regardless of which Party is conducting the defense of any such Third Party Claim(s), the other Parties, with counsel or threatened actionother representatives of its own choosing and at their sole cost and expense, shall have the right to consult with the Party conducting the defense of such claim and its counsel or other representatives concerning such claim and the Indemnified Party and their respective counsel or other representatives shall cooperate with respect to such claim, and the Party conducting the defense of any such claim and its counsel shall in any case keep the other Parties and their counsel (if any) fully informed as to the status of any claim and any matters relating thereto. Each Party shall provide to the other Parties such records, books, documents, and other materials as shall reasonably be necessary for such Parties to conduct or evaluate the defense of any Third Party Claim(s) and will generally cooperate with respect to any matters relating thereto.

Notice and Defense. 30.4.1 Subject In the case of any action or claim brought by a third party against the Buyer, or the Seller, for an indemnifiable claim, the party against whom the claim is brought must, as a condition to enforceability of the foregoing provisions of this Article 30other parties indemnity obligations hereunder, within fifteen (15) days of receipt by an indemnified give the party under this Article 30 of to whom the obligation to indemnify may accrue prompt written notice of the commencement of any actionaction or claim and afford such party the opportunity to direct and control the negotiations, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under Section 30.1 or Section 30.1.4 above, provide Notice to the indemnifying party defense and settlement of the commencement thereofaction or claim. The indemnifying party shall have no liability under this Article 30 for any may elect within twenty (20) days after receipt of such notice to contest the claim in such manner as it deems necessary or action for which the indemnified party has admitted any liability or which such Notice is not provided to the extent that such failure to give Notice actually and materially prejudices the indemnifying party’s ability to defend against such claimadvisable. In case any such action is brought against any indemnified party and it provides Notice to -------------------------------------------------------------------------------- Initials: Seller:_____ Seller's Shareholder:_____ Buyer_____ TSIG_____ If the indemnifying party of the commencement thereof, the indemnifying party shall assume on behalf of elects to contest such indemnified party, and conduct with due diligence and in good faith, the defense of any such action against such person, whether or not the indemnifying party is joined therein; provided, however, that, without relieving the indemnifying party of its obligations hereunder, the indemnified party may elect to participate, at its expense, in the defense of any such suit. The indemnifying party shall have the right to assume the defense of any such claim or action with counsel designated by the indemnifying party and reasonably satisfactory to the indemnified party, provided, however, that if the defendants in any such action include both indemnifying party and the indemnified party, and the indemnified party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the indemnifying partyclaim, the indemnified party shall have the right to select separate appoint associate counsel to assert in such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party, the cost of which shall be subject to indemnification under this Article 30. 30.4.2 Should any indemnified party be entitled to indemnification under this Article 30 and should the proceedings at its own expense. The indemnifying party fail shall not have the right to assume the defense of such claim or action, the indemnified party may, at the expense of the indemnifying party contest (or, settle an indemnifiable matter except with the prior consent of the indemnifying party, settle) such claim or action. No indemnifying party shall, without the prior written consent of the indemnified party. The indemnified party shall permit the indemnifying party reasonable access to the books and records of the indemnified party and its subsidiaries and shall otherwise cooperate with the indemnifying party in connection with any matter or claim for indemnification. If the indemnifying party does not elect to contest such claim, effect any settlement the indemnified party shall have the exclusive right to prosecute, defend, compromise, settle or pay such claim and receive indemnification therefor. If neither the indemnifying party nor the indemnified party elect to contest the claim, then the indemnifying party shall pay the amount of any pending or threatened action in respect indemnifiable claim within 30 days after receipt of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement includes an unconditional release the notice of such indemnified party from all liability on any claims that are the subject matter of such a pending or threatened actionclaim.

Notice and Defense. 30.4.1 Subject to the foregoing provisions of this Article 30, within fifteen (15) days of receipt by an indemnified party under this Article 30 of notice The obligations of the commencement of any actionPrincipal Company Shareholders and the Parent hereunder with respect to their respective indemnities pursuant to this Section 14, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under Section 30.1 or Section 30.1.4 above, provide Notice to the indemnifying party of the commencement thereof. The indemnifying party shall have no liability under this Article 30 for resulting from any claim or action for which other assertion of liability by third parties (hereinafter collectively, "Third Party Claim(s)"), shall be subject to the indemnified party has admitted following terms and conditions: (1) The Party seeking indemnification hereunder (the "Indemnified Party") shall give written notice (a "Claim Notice") of any liability or which such Notice Third Party Claim(s) to the Party from whom indemnification is sought hereunder (the "Indemnifying Party") within a reasonable time after the Indemnified Party receives notice thereof; provided, however, that the failure to give notice timely shall not provided affect the Indemnifying Party's obligations hereunder except to the extent that such failure to give Notice actually and materially prejudices the indemnifying party’s Indemnifying Party or its ability to defend against such claim. In case any such action is brought against any indemnified party and it provides Notice to the indemnifying party of the commencement thereof, the indemnifying party shall assume on behalf of such indemnified party, and conduct with due diligence and in good faith, the defense of any such action against such person, whether or not the indemnifying party is joined therein; provided, however, that, without relieving the indemnifying party of its obligations hereunder, the indemnified party may elect to participate, at its expense, in the defense of any such suit. Third Party Claim(s); (2) The indemnifying party Indemnifying Party shall have the right to assume undertake, with counsel or other representatives of its own choosing and reasonably acceptable to the Indemnified Party, the defense or settlement of any such claim Third Party Claim(s); (3) In the event that the Indemnifying Party shall fail to notify the Indemnified Party within twenty (20) days of receipt of the Claim Notice that it has elected to undertake such defense or action with counsel designated by settlement, or if at any time the indemnifying party and reasonably satisfactory Indemnifying Party shall otherwise fail to diligently defend or pursue settlement of such claim, then the indemnified party, provided, however, that if the defendants in any such action include both indemnifying party and the indemnified party, and the indemnified party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the indemnifying party, the indemnified party Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in undertake the defense defense, compromise, or settlement of such action on behalf of such indemnified party, the cost of which shall be subject to indemnification under this Article 30. 30.4.2 Should any indemnified party be entitled to indemnification under this Article 30 and should the indemnifying party fail to assume the defense of such claim or action, the indemnified party may, at the expense of the indemnifying party contest (orclaim, with counsel reasonably acceptable to the prior consent of the indemnifying party, settleIndemnifying Party; and (4) such claim or action. No indemnifying party shall, Party shall settle any Third Party Claim(s) without the prior written consent of the indemnified partyParties, effect any which consent shall not be unreasonably withheld or delayed. In the event the Indemnifying Party submits to the Indemnified Party a bona fide settlement offer from the third party claimant of any pending Third Party Claim(s) (which settlement offer shall include as an unconditional term thereof the giving by the claimant or threatened action the plaintiff to the Indemnified Party a release from all liability in respect of which any indemnified party is or could have been a party such claim) and indemnity could have been sought the Indemnified Party refuses to consent to such settlement, then thereafter the Indemnifying Party's liability to the Indemnified Party for indemnification hereunder by with respect to such indemnified party unless Third Party Claim(s) shall not exceed the settlement amount included in such bona fide settlement includes an unconditional release offer, and the Indemnified Party shall either assume the defense of such indemnified party from all liability on any claims that are Third Party Claim(s) or pay the subject matter Indemnifying Party's reasonable attorneys fees and other out of pocket costs incurred thereafter in continuing the defense of such a pending claim. Regardless of which Party is conducting the defense of any such Third Party Claim(s), the other Parties, with counsel or threatened actionother representatives of its own choosing and at their sole cost and expense, shall have the right to consult with the Party conducting the defense of such claim and its counsel or other representatives concerning such claim and the Indemnified Party and their respective counsel or other representatives shall cooperate with respect to such claim, and the Party conducting the defense of any such claim and its counsel shall in any case keep the other Parties and their counsel (if any) fully informed as to the status of any claim and any matters relating thereto. Each Party shall provide to the other Parties such records, books, documents, and other materials as shall reasonably be necessary for such Parties to conduct or evaluate the defense of any Third Party Claim(s) and will generally cooperate with respect to any matters relating thereto.

Notice and Defense. 30.4.1 Subject If at any time a party entitled to indemnification hereunder (the "Indemnitee") shall receive notice of any matter claimed to give rise to indemnification hereunder, the Indemnitee shall promptly give notice thereof (a "Claims Notice") to the foregoing provisions of this Article 30, within fifteen party obligated to provide indemnification (15the "Indemnitor") days of receipt by an indemnified party under this Article 30 of notice therefor. The Claims Notice shall set forth a brief description of the commencement of any actionfacts and circumstances giving rise to such claim for indemnification, such indemnified party willand, if a claim in respect thereof is to be made against ascertainable, the indemnifying party under Section 30.1 or Section 30.1.4 above, provide Notice to the indemnifying party estimated amount of the commencement thereoflosses, liabilities or damages that have been or may be suffered by the Indemnitee. The indemnifying party Thereafter, the Indemnitor shall have no liability under this Article 30 for any claim at its election, the right to settle or action for which the indemnified party has admitted any liability or which such Notice is not provided to the extent that such failure to give Notice actually and materially prejudices the indemnifying party’s ability to defend against such claim. In case any such action is brought against any indemnified party matter at the Indemnitor's sole cost and it provides Notice to expense through counsel chosen by the indemnifying party of Indemnitor and 13 approved by the commencement thereof, the indemnifying party Indemnitee (which approval shall assume on behalf of such indemnified party, and conduct with due diligence and in good faith, the defense of any such action against such person, whether or not the indemnifying party is joined thereinunreasonably be withheld); provided, however, that, without relieving that any such settlement or defense shall be conducted in a manner which is reasonable and not contrary to the indemnifying party Indemnitee's interests and the Indemnitee shall in all events have a right to reasonably veto any settlement or any defense which would jeopardize in any material respect any assets or business of the Indemnitee or any of its obligations hereunderaffiliates or increase the potential liability of, or create a new liability for, the indemnified party may elect Indemnitee or any of its affiliates and provided further that the Indemnitor hereby agrees to participate, at indemnify the Indemnitee and its expense, affiliates for the manner in the defense of which such matter is settled or defended including any failure to pay any such suitclaim which such litigation is pending. The indemnifying party In the event that the Indemnitor does so undertake to settle and defend a claim, the Indemnitor shall notify the Indemnitee of its intention to do so in writing within ten (10) business days after receipt of notice from Indemnitee; otherwise Indemnitee may proceed to undertake its own defense. Even if the Indemnitor undertakes to settle or defend a claim, the Indemnitee shall have the right to assume settle any matter for which a claim for indemnification has been made hereunder upon notice to the defense Indemnitor and by waiving any right against Indemnitor with respect to such matter. Subject to the above, each party agrees in all cases to cooperate with the defending party and its counsel in the settlement of or defending of any such claim liabilities or action with counsel designated by claims. In addition, the indemnifying party and reasonably satisfactory to the indemnified party, provided, however, that if the defendants in any such action include both indemnifying party and the indemnified party, and the indemnified non-defending party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the indemnifying party, the indemnified party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party, the cost of which shall be subject to indemnification under this Article 30. 30.4.2 Should any indemnified party at all times be entitled to indemnification under this Article 30 and should monitor such defense through the indemnifying party fail to assume the defense of such claim or action, the indemnified party mayappointment, at the expense its own cost and expense, of the indemnifying party contest (or, with the prior consent advisory counsel of the indemnifying party, settle) such claim or action. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such a pending or threatened actionits own choosing.

Notice and Defense. 30.4.1 Subject to the foregoing provisions of this Article 30, within fifteen (15) days of Promptly upon receipt by an indemnified party under this Article 30 either Seller or Buyer of notice of the commencement assertion of any action, such indemnified party will, if a claim in respect thereof is to which indemnity may be made sought against the indemnifying other party under (the "INDEMNIFYING PARTY") pursuant to this Section 30.1 or Section 30.1.4 above13 that party (the "INDEMNIFIED PARTY") shall notify the Indemnifying Party in writing and the Indemnifying Party shall assume the defense thereof, provide Notice including the employment of counsel reasonably satisfactory to the indemnifying party Indemnified Party, and the payment of all expenses. The failure of any Indemnified Party to give timely notice hereunder shall not affect rights to indemnification hereunder, except and only to the commencement extent that, the Indemnifying Party demonstrates actual material damage caused by such failure, and then only to the extent thereof. The indemnifying party shall have no liability under this Article 30 for any claim or action for which the indemnified party has admitted any liability or which such Notice is not provided to the extent that such failure to give Notice actually and materially prejudices the indemnifying party’s ability to defend against such claim. In case any such action is brought against any indemnified party and it provides Notice to the indemnifying party of the commencement thereof, the indemnifying party shall assume on behalf of such indemnified party, and conduct with due diligence and in good faith, the defense of any such action against such person, whether or not the indemnifying party is joined therein; provided, however, that, without relieving the indemnifying party of its obligations hereunder, the indemnified party may elect to participate, at its expense, in the defense of any such suit. The indemnifying party Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be the expense of the Indemnified Party unless (a) the Indemnifying Party has agreed to pay such fees and expenses, (b) the Indemnifying Party shall have failed to assume the defense of any such claim action or action with proceeding and has failed to employ counsel designated by the indemnifying party and reasonably satisfactory to the indemnified party, provided, however, that if the defendants Indemnified Party in any such action or proceeding or (c) the named parties to any such action or proceeding (including any impleaded parties) include both indemnifying party the Indemnified and the indemnified partyIndemnifying Party, and the indemnified party Indemnified Party shall have reasonably concluded been advised by counsel that there may be are one or more legal defenses available to it the Indemnified Party which are different from or additional to those available to the indemnifying partyIndemnifying Party (in which case, if the Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the indemnified party Indemnifying Party shall not have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party, the cost of which shall be subject to indemnification under this Article 30. 30.4.2 Should any indemnified party be entitled to indemnification under this Article 30 and should the indemnifying party fail to assume the defense of such claim action or action, the indemnified party may, at the expense proceeding on behalf of the indemnifying party contest (orIndemnified Party, it being understood, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the prior consent same jurisdiction arising out of the indemnifying partysame general allegations or circumstances, settle) such be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for the Indemnified Party, which firm shall be designated in writing by the Indemnified Party). The Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to any claim or action. No indemnifying party shall, without the prior written consent of the indemnified party, effect any Indemnified Party (which consent will not be unreasonably withheld or delayed) unless the judgment or proposed settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement (a) includes an unconditional release of such indemnified party from all liability on any claims of each Indemnified Party with respect to such claim, (b) involves only the payment of money damages that are fully covered by the subject matter Indemnifying Party and (c) does not impose an injunction or other equitable relief upon the Indemnified Party. The Indemnifying Party shall not be liable for any settlement of any such action or proceeding affected without its written consent, but if settled with its written consent, or if there be a final judgment for the plaintiff in any such action or proceeding, the Indemnifying Party shall indemnify and hold harmless the Indemnified Party from and against any loss or liability by reason of such a pending settlement or threatened actionjudgment.

Notice and Defense. 30.4.1 Subject The obligations and liabilities of the SELLERS and the PURCHASER hereunder with respect to their respective indemnities pursuant to this Paragraph 22 resulting from any claim or other assertion of liability by third parties (hereinafter collectively, "Claims"), shall be subject to the foregoing provisions following terms and conditions: (i) The party seeking indemnification under this Paragraph (the "Indemnified Party") must give written notice ("Notice") of this Article 30any such Claim to the party from whom indemnification is sought hereunder (the "Indemnifying Party" within a reasonable time after the Indemnified Party receives notice thereof. (ii) The Indemnifying Party shall have the right to undertake, by counsel or other representatives of its own choosing and reasonably acceptable to the Indemnified Party, the defense or settlement of any such Claim. (iii) In the event that the Indemnifying Party shall have the right to undertake the defense of any Claim, but shall fail to notify the Indemnified Party within fifteen ten (1510) days of receipt by an indemnified party under this Article 30 of notice of the commencement Notice that it has elected to undertake such defense or settlement, or if at any time the Indemnifying Party shall otherwise fail to diligently defend or pursue settlement of such Claim, then the Indemnified Party shall have the right to undertake the defense, compromise or settlement of such Claim, with counsel reasonably acceptable to the Indemnifying Party. (iv) In no event, shall either party, without the other party's written consent, settle or compromise any Claim or consent to entry of any action, such indemnified party will, if judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to all parties hereto a claim release from all liability in respect thereof is to be made against the indemnifying party under Section 30.1 or Section 30.1.4 above, provide Notice to the indemnifying party of the commencement thereof. The indemnifying party shall have no liability under this Article 30 for any claim or action for which the indemnified party has admitted any liability or which such Notice is not provided to the extent that such failure to give Notice actually and materially prejudices the indemnifying party’s ability to defend against such claim. In case any such action is brought against any indemnified party and it provides Notice to the indemnifying party of the commencement thereof, the indemnifying party shall assume on behalf of such indemnified party, and conduct with due diligence and in good faith, Claim. Regardless of which party is conducting the defense of any such action against such personClaim, whether the other party, by counsel or not the indemnifying party is joined therein; provided, however, that, without relieving the indemnifying party other representatives of its obligations hereunder, the indemnified party may elect to participate, own choosing and at its sole cost and expense, in shall have the right to consult with the party conducting the defense of such Claim and its counsel or other representatives concerning such Claim and the Indemnifying Party and the Indemnified Party and their respective counsel or other representatives shall cooperate with respect to such Claim, and the party conducting the defense of any such suitClaim and its counsel shall in any case keep the other party and its counsel (if any) fully informed as to the status of any Claim and any matters relating thereto. The indemnifying Each party shall have the right to assume the defense of any such claim or action with counsel designated by the indemnifying party and reasonably satisfactory provide to the indemnified partyother party such records, providedbooks, however, that if the defendants in any documents and other materials as shall reasonably be necessary for such action include both indemnifying party and the indemnified party, and the indemnified party shall have reasonably concluded that there may be legal defenses available to it which are different from conduct or additional to those available to the indemnifying party, the indemnified party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party, the cost of which shall be subject to indemnification under this Article 30. 30.4.2 Should any indemnified party be entitled to indemnification under this Article 30 and should the indemnifying party fail to assume evaluate the defense of such claim or action, the indemnified party may, at the expense of the indemnifying party contest (or, and will generally cooperate with the prior consent of the indemnifying party, settle) such claim or action. No indemnifying party shall, without the prior written consent of the indemnified party, effect respect to any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such a pending or threatened actionmatters relating thereto.

Notice and Defense. 30.4.1 Subject The Indemnified Party will ------------------ promptly give the Indemnifying Party written notice of any Claim, and the Indemnifying Party will undertake, or cause to be undertaken, the foregoing provisions defense thereof by representatives chosen by it and consented to by the Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed. Any such notice shall specify the nature of the Claims and shall describe such Claim in reasonable detail sufficient to allow the Indemnifying Party to make a claim against any insurance policy obtained by the Indemnifying Party with respect to such Claim. Failure to give this Article 30, within fifteen (15) days of receipt by an indemnified party notice will not affect the Indemnifying Party's duty or obligations under this Article 30 of notice of the commencement of any actionSection 8, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under Section 30.1 or Section 30.1.4 above, provide Notice to the indemnifying party of the commencement thereof. The indemnifying party shall have no liability under this Article 30 for any claim or action for which the indemnified party has admitted any liability or which such Notice is not provided unless and to the extent that such failure to give Notice actually and materially prejudices the indemnifying party’s ability to defend against such claimIndemnifying Party is prejudiced by this failure. In case any such action is brought against any indemnified party and it provides Notice to Notwithstanding the indemnifying party of the commencement thereofabove, the indemnifying party shall assume on behalf of such indemnified partyIndemnified Party may retain separate co-counsel at its sole cost and expense. While the Indemnifying Party is defending, and conduct with due diligence or causing to be defended, any Claim actively and in good faith, the Indemnified Party will not settle the Claim. The Indemnified Party will, in good faith, take commercially reasonable steps to assist the Indemnifying Party in making a claim or claims against any insurance policy obtained by the Indemnifying Party with respect to such Claim and to collect thereunder with respect to any such Claim. The Indemnified Party will make available to the Indemnifying Party or its representatives all records and other materials required by them and in the possession or under the control of the Indemnified Party, for the use of the Indemnifying Party and its representatives in defending any Claim, and will in other respects cooperate in a commercially reasonable fashion in the defense; provided, that the Indemnifying Party shall have no liability for any claim or loss resulting from the failure of the Indemnified Party to cooperate in a commercially reasonable fashion with the Indemnifying Party's defense of any Claim hereunder and, only with respect to Claims submitted to an insurer under any insurance policy obtained by the Shareholders pursuant to this Section 8, such action against failure to cooperate results in a denial or reduction of coverage under such person, whether or not the indemnifying party is joined therein; provided, however, that, without relieving the indemnifying party of its obligations hereunder, the indemnified party may elect to participate, at its expense, in the defense of any such suitinsurance policy. The indemnifying party Indemnifying Party shall have reimburse the right to assume the defense of any such claim or action with counsel designated Indemnified Party for all reasonable out-of-pocket expenses incurred by the indemnifying party Indemnified Party in its cooperation and reasonably satisfactory to the indemnified party, provided, however, that if the defendants in any such action include both indemnifying party and the indemnified party, and the indemnified party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the indemnifying party, the indemnified party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party, the cost of which shall be subject to indemnification under this Article 30. 30.4.2 Should any indemnified party be entitled to indemnification under this Article 30 and should the indemnifying party fail to assume the defense of such claim or action, the indemnified party may, at the expense assistance of the indemnifying party contest (or, with Indemnifying Party under the prior consent terms of the indemnifying party, settle) such claim or action. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such a pending or threatened actionthis Section 8.3.

Notice and Defense. 30.4.1 Subject (a) If at any time a party entitled to indemnification hereunder (the “Indemnitee”) shall receive notice from any third party of any asserted Loss claimed to give rise to indemnification hereunder, the Indemnitee shall promptly give notice thereof (“Claims Notice”) to the foregoing provisions party obligated to provide indemnification (the “Indemnitor”) of this Article 30, within fifteen (15) days of receipt by an indemnified party under this Article 30 of notice such Loss. The Claims Notice shall set forth a brief description of the commencement of any actionLoss, such indemnified party willin reasonable detail, and, if a claim in respect thereof is to be made against known or reasonably estimable, the indemnifying party under Section 30.1 or Section 30.1.4 above, provide Notice to the indemnifying party amount of the commencement thereofLoss that has been or may be suffered by the Indemnitee. The indemnifying party failure of the Indemnitee to give a Claims Notice promptly shall have no liability under this Article 30 for any claim not waive or action for which otherwise affect the indemnified party has admitted any liability or which such Notice is not provided Indemnitor’s obligations with respect thereto, except to the extent that the Indemnitor is prejudiced as a result of such failure (or to give Notice actually the extent the associated claim is barred by another provision hereof regarding any survival period). All indemnity claims by the Indemnitee shall be bona fide. Any claim for indemnification with respect to any of such matters which is not asserted by a notice given as herein provided specifically identifying the particular breach underlying such claim and materially prejudices the indemnifying party’s ability reasonable detail of facts and Losses relating thereto within the specified periods of survival may not be pursued until and unless properly made, and if regarding a representation or warranty, within the applicable survival period as set forth in Section 8.1. Thereafter, the Indemnitor shall have, at its election, the right to compromise or defend against such claim. In case any such action is brought against any indemnified party matter at the Indemnitor’s sole cost and it provides Notice to expense through counsel chosen by the indemnifying party of Indemnitor and approved by the commencement thereof, the indemnifying party Indemnitee (which approval shall assume on behalf of such indemnified party, and conduct with due diligence and in good faith, the defense of any such action against such person, whether or not the indemnifying party is joined thereinunreasonably be withheld); provided, however, thatthat (i) Indemnitor provides evidence reasonably satisfactory to Indemnitee that Indemnitor has the financial wherewithal to satisfy and discharge the Loss in full, without relieving and (ii) any such compromise or defense shall be conducted in a manner which is reasonable and not contrary to the indemnifying party Indemnitee’s interests, and the Indemnitee shall in all events have a right to veto any such compromise or defense which is unreasonable or which would jeopardize in any material respect any assets or business of the Indemnitee or any of its obligations hereunderaffiliates or increase the potential liability of, or create a new liability for, the indemnified Indemnitee or any of its affiliates and, provided further that the Indemnitor shall in all events indemnify the Indemnitee and its affiliates against any damage resulting from the manner in which such matter is compromised or defended, including any failure to pay any such claim while such litigation is pending. Notwithstanding the foregoing, if the Indemnitor receives a firm offer to settle a third party may elect Claim, and the Indemnitor desires to participateaccept such offer, the Indemnitor will give written notice to the Indemnitee to that effect. In the event that the Indemnitor does so undertake to compromise and defend a claim, the Indemnitor shall notify the Indemnitee of its intention to do so. Each party agrees in all cases to use commercially reasonable efforts to cooperate with the defending party and its counsel in the compromise of or defending of any such liabilities or claims. In addition, the nondefending party shall at all times be entitled to monitor such defense through the appointment, at its own cost and expense, in of advisory counsel of its own choosing. (b) In the defense event any Indemnitee should have an indemnity claim against any Indemnitor hereunder which does not involve a third party Claim, the Indemnitee shall transmit to the Indemnitor a Claims Notice. The Indemnitor shall have fifteen (15) business days after receipt of any such suit. The indemnifying party shall have Claims Notice in which to object in writing to the right to assume the defense of any such claim or action claims made by Indemnitee in such Claims Notice, which written objection (the “Objection Notice”) shall state, in reasonable detail, the basis for Indemnitor’s objection. In the event that Indemnitor does deliver an Objection Notice with counsel designated respect to any claim or claims made in any Claims Notice, the Indemnitor and the Indemnitee shall, within the fifteen (15) day period beginning as of the date of the receipt by Indemnitee of the indemnifying party Objection Notice, attempt in good faith to agree upon the proper resolutions of each of such claims. If the parties should so agree, a written memorandum setting forth such agreement shall be prepared and reasonably satisfactory signed by both parties. If no agreement can be reached after good faith negotiations within such fifteen day negotiating period (or such extended period as the Indemnitor and the Indemnitee shall mutually agree upon in writing), the parties may pursue their remedies at law (subject to the indemnified party, provided, however, that if the defendants in any such action include both indemnifying party terms and the indemnified party, and the indemnified party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the indemnifying party, the indemnified party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense conditions of such action on behalf of such indemnified party, the cost of which shall be subject to indemnification under this Article 30Agreement). 30.4.2 Should any indemnified party be entitled to indemnification under this Article 30 and should the indemnifying party fail to assume the defense of such claim or action, the indemnified party may, at the expense of the indemnifying party contest (or, with the prior consent of the indemnifying party, settle) such claim or action. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such a pending or threatened action.

Notice and Defense. 30.4.1 Subject to of Claims In the foregoing provisions of this Article 30event that any indemnified Party receives notice of, within fifteen (15) days of receipt by an indemnified party under this Article 30 of notice of the or is aware of, a claim, commencement of any actionsuit, such indemnified party willaction of proceeding, if a claim or the imposition of any penalty or assessment (for purposes of this paragraph, collectively "Claims") in respect thereof is to of which indemnity may be made against the indemnifying party under Section 30.1 or Section 30.1.4 abovesought hereunder, provide Notice to the indemnifying party of the commencement thereof. The indemnifying party shall have no liability under this Article 30 for any claim or action for which and the indemnified party has admitted any liability or which such Notice is not provided Party intends to the extent that such failure to give Notice actually and materially prejudices the indemnifying party’s ability to defend against such claim. In case any such action is brought against any indemnified party and it provides Notice to the indemnifying party of the commencement thereof, the indemnifying party shall assume on behalf of such indemnified party, and conduct with due diligence and in good faith, the defense of any such action against such person, whether or not the indemnifying party is joined therein; provided, however, that, without relieving the indemnifying party of its obligations seek indemnity hereunder, the indemnified party may elect Party shall promptly provide the indemnifying Party with notice of such Claims. The failure by any indemnified Party to participate, notify the indemnifying Party of such Claims shall not relieve the indemnifying Party of responsibility under this Section 8 except to the extent such failure adversely prejudices the ability of the indemnifying Party to defend such Claims. The indemnifying Party shall have the right at its option and its own expense, to be represented by counsel of its own choice and to defend against, negotiate, settle, or otherwise deal with any such Claims, provided that the indemnifying Party shall not enter into any settlement or compromise of any such Claims which could lead to liability or create any financial or other obligation on the part of the indemnified Party without the indemnified Party's prior written consent. The indemnified Party may participate in the defense of any such suitClaims with counsel of its own choice and at its own expense. The Parties agree to cooperate fully with each other in connection with the defense, negotiation of settlement of any such Claims. In the event that the indemnifying party Party does not undertake the defense, compromise or settlement of Claims, the indemnified Party shall have the right to assume control the defense or settlement of any such claim or action Claims with counsel designated by the indemnifying party and reasonably satisfactory to the indemnified party, of its choosing provided, however, that if the defendants in indemnified Party shall not settle or compromise any such action include both indemnifying party and the indemnified party, and the indemnified party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to Claims without the indemnifying party, the indemnified party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party, the cost of which shall be subject to indemnification under this Article 30. 30.4.2 Should any indemnified party be entitled to indemnification under this Article 30 and should the indemnifying party fail to assume the defense of such claim or action, the indemnified party may, at the expense of the indemnifying party contest (or, with the prior consent of the indemnifying party, settle) such claim or action. No indemnifying party shall, without the Party's prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such a pending or threatened actionconsent shall not be unreasonably withheld.

Notice and Defense. 30.4.1 Subject to the foregoing provisions of this Article 30OF THIRD-PARTY CLAIMS. If any action, within fifteen (15) days of receipt by an indemnified party claim or proceeding shall be brought or asserted under this Article 30 of notice of the commencement of any action, such indemnified party will, if a claim VI against an Indemnified Party in respect thereof is to of which indemnity may be made against the indemnifying party under Section 30.1 or Section 30.1.4 above, provide Notice to the indemnifying party of the commencement thereof. The indemnifying party shall have no liability sought under this Article 30 for VI from an Indemnifying Party or any successor thereto, the Indemnified Person shall give prompt written notice of such action or claim or action for which the indemnified party has admitted any liability or which such Notice is not provided to the extent Indemnifying Person who shall assume the defense thereof, including the employment of counsel chosen by the Indemnifying Person and the payment of all expenses; except that such any delay or failure to give Notice actually and materially prejudices so notify the indemnifying party’s ability to defend against such claim. In case any such action is brought against any indemnified party and it provides Notice to Indemnifying Person shall relieve the indemnifying party of the commencement thereof, the indemnifying party shall assume on behalf of such indemnified party, and conduct with due diligence and in good faith, the defense of any such action against such person, whether or not the indemnifying party is joined therein; provided, however, that, without relieving the indemnifying party Indemnifying Person of its obligations hereunderhereunder only to the extent, the indemnified party may elect to participateif at all, at its expense, in the defense that it is prejudiced by reason of any such suitdelay or failure. The indemnifying party Indemnified Person shall have the right to employ separate counsel in any of the foregoing actions, claims or proceedings and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Person unless both the Indemnified Person and the Indemnifying Person are named as parties and the Indemnified Person shall have been advised in writing by such counsel that representation by the same counsel is inappropriate. In the event that the Indemnifying Person, within ten business days after notice of any such action or claim, fails to assume the defense of any such claim or action with counsel designated by the indemnifying party and reasonably satisfactory to the indemnified party, provided, however, that if the defendants in any such action include both indemnifying party and the indemnified party, and the indemnified party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the indemnifying partythereof, the indemnified party Indemnified Person shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in undertake the defense defense, compromise or settlement of such action on behalf of such indemnified partyaction, the cost of which shall be subject to indemnification under this Article 30. 30.4.2 Should any indemnified party be entitled to indemnification under this Article 30 and should the indemnifying party fail to assume the defense of such claim or action, the indemnified party may, proceeding at the expense of the indemnifying party contest (orIndemnifying Person, with subject to the prior consent right of the indemnifying partyIndemnifying Person to assume to the defense of such action, settle) such claim or actionproceeding with counsel chosen by the Indemnifying Person at any time prior to the settlement, compromise or final determination thereof. No indemnifying party shallAnything in this Article VI to the contrary notwithstanding, the Indemnifying Person shall not, without the Indemnified Person's prior written consent of the indemnified party(which shall not be unreasonably withheld), effect settle or compromise any settlement action or claim or proceeding or consent to entry of any pending judgment with respect to any such action or threatened action in respect claim except such that requires solely the payment of which any indemnified party is or could have been a party and indemnity could have been sought hereunder money damages by such indemnified party unless such settlement the Indemnifying Person and/or that includes an unconditional release by the claimant or the plaintiff of such indemnified party the Indemnified Person from all liability on any claims that are the subject matter in respect of such a pending action, claim or threatened actionproceeding.

Notice and Defense. 30.4.1 Subject to the foregoing provisions of this Article 30, within fifteen (15) days of Promptly after receipt by an indemnified party under this Article 30 a person entitled to indemnity (“Indemnified Person”) of any claim or notice of the commencement of any actionaction or administrative or legal proceeding or investigation as to which the indemnity provided for in Section 16.1 may apply, such indemnified party will, if a claim in respect thereof is to be made against the Indemnified Person shall notify the indemnifying party under Section 30.1 Party of such fact, but any failure of or Section 30.1.4 above, provide Notice delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay shall be materially prejudicial to the indemnifying party of the commencement thereofParty. The indemnifying party shall have no liability under this Article 30 for any claim or action for which the indemnified party has admitted any liability or which such Notice is not provided to the extent that such failure to give Notice actually and materially prejudices the indemnifying party’s ability to defend against such claim. In case any such action is brought against any indemnified party and it provides Notice to the indemnifying party of the commencement thereof, the indemnifying party shall assume on behalf of such indemnified party, and conduct with due diligence and in good faith, the defense of any such action against such person, whether or not the indemnifying party is joined therein; provided, however, that, without relieving the indemnifying party of its obligations hereunder, the indemnified party may elect to participate, at its expense, in the defense of any such suit. The indemnifying party Party shall have the right to assume the defense of any such claim or action thereof with counsel designated by the such indemnifying party Party and reasonably satisfactory reasonable satisfaction to the indemnified party, Indemnified Person; provided, however, that if the defendants in any such action include both indemnifying party one or more Indemnified Persons and the indemnified party, indemnifying Party and the indemnified party Indemnified Person shall have reasonably concluded that there may be legal defenses available to it and/or other Indemnified Persons which are different from or additional to those available to the indemnifying partyParty, the indemnified party Indemnified Person shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified partyIndemnified Person; provided, further that the indemnifying Party shall only be required to pay the fees and expenses of one additional law firm to represent an Indemnified Person or Indemnified Persons having such differing or additional legal defenses. The Indemnified Person shall be entitled, at its expense, to participate in any action, suit or proceeding, the cost defense of which has been assumed by the indemnifying Party. Notwithstanding the foregoing, the indemnifying Party (i) shall be subject to indemnification under this Article 30. 30.4.2 Should any indemnified party not be entitled to indemnification under this Article 30 assume and should the indemnifying party fail to assume control the defense of any such claim or action, suit or proceedings if and to the indemnified party mayextent that, at in the expense opinion of the Indemnified Person and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Person or there exists a conflict or adversity of interest between the Indemnified Person and the indemnifying party contest Party, and in such event the indemnifying Party shall pay the reasonable expenses of the Indemnified Person in such defense, and (orii) shall not settle or consent to the entry of any judgment in any action, with suit or proceeding without the prior consent of the indemnifying partyIndemnified Person, settle) such claim which shall not be unreasonably withheld or action. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such a pending or threatened actiondelayed.

Notice and Defense. 30.4.1 Subject The party or parties to be indemnified (whether one or more, the foregoing provisions “Indemnified Party”) will give the party from whom indemnification is sought (the “Indemnifying Party”) written notice of this Article 30, within fifteen any such Claim (15) days of receipt by an indemnified party the “Claim Notice”). Failure to give such notice shall not affect the Indemnifying Party’s duty or obligations under this Article 30 of notice of the commencement of any action6, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under Section 30.1 or Section 30.1.4 above, provide Notice to the indemnifying party of the commencement thereof. The indemnifying party shall have no liability under this Article 30 for any claim or action for which the indemnified party has admitted any liability or which such Notice is not provided except to the extent that such failure to give Notice actually and materially prejudices the indemnifying party’s ability to defend against such claimIndemnifying Party is prejudiced thereby. In case any such action is brought against any indemnified party and it provides Notice to the indemnifying party The Indemnifying Party shall have thirty (30) calendar days from receipt of the commencement thereof, Claim Notice (the indemnifying party shall assume on behalf of such indemnified party, and conduct with due diligence and in good faith, “Notice Period”) to notify the defense of any such action against such person, Indemnified Party (i) whether or not the indemnifying party is joined therein; provided, however, that, without relieving Indemnifying Party disputes the indemnifying party of its obligations hereunder, Indemnifying Party’s liability to the indemnified party may elect Indemnified Party hereunder with respect to participate, at its expense, in the Claim and (ii) whether or not the Indemnifying Party desires to undertake the defense of the Claim, provided that the Indemnified Party is authorized (but not obligated) prior to and during the Notice Period to file any motion, answer or other pleading and to take any other action that the Indemnified Party shall deem reasonably necessary or appropriate to protect the Indemnified Party’s interests. If the Indemnifying Party does not respond within the Notice Period, then the Indemnifying Party shall be deemed to have disputed its liability with respect to its obligation to indemnify the Indemnified Party hereunder with respect to the Claim and to have elected not to undertake the defense of the Claim. In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that, based on the facts then known to it, the Indemnifying Party does not dispute such suit. The indemnifying party Indemnifying Party’s obligation to indemnify hereunder and desires to defend the Indemnified Party against such claim or demand, the Indemnifying Party shall have the right to assume the defense of any such claim or action defend (with counsel designated by the indemnifying party and reasonably satisfactory to the indemnified partyIndemnified Party) by appropriate proceedings; provided that, provided, however, that if unless the defendants Indemnified Party otherwise agrees in any such action include both indemnifying party and the indemnified party, and the indemnified party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the indemnifying partywriting, the indemnified party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate Indemnifying Party may not settle any matter (in the defense of such action on behalf of such indemnified party, the cost of which shall be subject to indemnification under this Article 30. 30.4.2 Should any indemnified party be entitled to indemnification under this Article 30 and should the indemnifying party fail to assume the defense of such claim whole or action, the indemnified party may, at the expense of the indemnifying party contest (or, with the prior consent of the indemnifying party, settlein part) such claim or action. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement includes an a complete and unconditional release of the Indemnified Party with respect to the Claim. The Indemnified Party shall make available to the Indemnifying Party or its representatives all records and other materials required by them and in the possession or under the control of the Indemnified Party, for the use of the Indemnifying Party and its representatives in defending any such indemnified party from all liability on any claims that are the subject matter of Claim, and shall in other respects give reasonable cooperation in such a pending or threatened actiondefense.

Notice and Defense. 30.4.1 Subject (a) If at any time a party entitled to indemnification hereunder (the “Indemnitee”) shall receive notice from any third party of any asserted Loss claimed to give rise to indemnification hereunder, the Indemnitee shall promptly give notice thereof (“Claims Notice”) to the foregoing provisions party obligated to provide indemnification (the “Indemnitor”) of this Article 30, within fifteen (15) days of receipt by an indemnified party under this Article 30 of notice such Loss. The Claims Notice shall set forth a brief description of the commencement of any actionLoss, such indemnified party willin reasonable detail, and, if a claim in respect thereof is to be made against known or reasonably estimable, the indemnifying party under Section 30.1 or Section 30.1.4 above, provide Notice to the indemnifying party amount of the commencement thereofLoss that has been or may be suffered by the Indemnitee. The indemnifying party failure of the Indemnitee to give a Claims Notice promptly shall have no liability under this Article 30 for any claim not waive or action for which otherwise affect the indemnified party has admitted any liability or which such Notice is not provided Indemnitor’s obligations with respect thereto, except to the extent that the Indemnitor is prejudiced as a result of such failure (or to give Notice actually the extent the associated claim is barred by another provision hereof regarding any survival period). All indemnity claims by the Indemnitee shall be bona fide. Any claim for indemnification with respect to any of such matters which is not asserted by a notice given as herein provided specifically identifying the particular breach underlying such claim and materially prejudices the indemnifying party’s ability reasonable detail of facts and Losses relating thereto within the specified periods of survival may not be pursued until and unless properly made, and if regarding a representation or warranty, within the applicable survival period as set forth in Section 6.10. Thereafter, the Indemnitor shall have, at its election, the right to compromise or defend against such claim. In case any such action is brought against any indemnified party matter at the Indemnitor’s sole cost and it provides Notice to expense through counsel chosen by the indemnifying party of Indemnitor and approved by the commencement thereof, the indemnifying party Indemnitee (which approval shall assume on behalf of such indemnified party, and conduct with due diligence and in good faith, the defense of any such action against such person, whether or not the indemnifying party is joined thereinunreasonably be withheld); provided, however, thatthat (i) Indemnitor provides evidence reasonably satisfactory to Indemnitee that Indemnitor has the financial wherewithal to satisfy and discharge the Loss in full, without relieving and (ii) any such compromise or defense shall be conducted in a manner which is reasonable and not contrary to the indemnifying party Indemnitee’s interests, and the Indemnitee shall in all events have a right to veto any such compromise or defense which is unreasonable or which would jeopardize in any material respect any assets or business of the Indemnitee or any of its obligations hereunderaffiliates or increase the potential liability of, or create a new liability for, the indemnified Indemnitee or any of its affiliates and, provided further that the Indemnitor shall in all events indemnify the Indemnitee and its affiliates against any damage resulting from the manner in which such matter is compromised or defended, including any failure to pay any such claim while such litigation is pending. Notwithstanding the foregoing, if the Indemnitor receives a firm offer to settle a third party may elect Claim, and the Indemnitor desires to participateaccept such offer, the Indemnitor will give written notice to the Indemnitee to that effect. In the event that the Indemnitor does so undertake to compromise and defend a claim, the Indemnitor shall notify the Indemnitee of its intention to do so. Each party agrees in all cases to use commercially reasonable efforts to cooperate with the defending party and its counsel in the compromise of or defending of any such liabilities or claims. In addition, the nondefending party shall at all times be entitled to monitor such defense through the appointment, at its own cost and expense, in of advisory counsel of its own choosing. (b) In the defense event any Indemnitee should have an indemnity claim against any Indemnitor hereunder which does not involve a third party Claim, the Indemnitee shall transmit to the Indemnitor a Claims Notice. The Indemnitor shall have fifteen (15) business days after receipt of any such suit. The indemnifying party shall have Claims Notice in which to object in writing to the right to assume the defense of any such claim or action claims made by Indemnitee in such Claims Notice, which written objection (the “Objection Notice”) shall state, in reasonable detail, the basis for Indemnitor’s objection. In the event that Indemnitor does deliver an Objection Notice with counsel designated respect to any claim or claims made in any Claims Notice, the Indemnitor and the Indemnitee shall, within the fifteen (15) day period beginning as of the date of the receipt by Indemnitee of the indemnifying party Objection Notice, attempt in good faith to agree upon the proper resolutions of each of such claims. If the parties should so agree, a written memorandum setting forth such agreement shall be prepared and reasonably satisfactory signed by both parties. If no agreement can be reached after good faith negotiations within such 15-day negotiating period (or such extended period as the Indemnitor and the Indemnitee shall mutually agree upon in writing), the parties may pursue their remedies at law (subject to the indemnified party, provided, however, that if the defendants in any such action include both indemnifying party terms and the indemnified party, and the indemnified party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the indemnifying party, the indemnified party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense conditions of such action on behalf of such indemnified party, the cost of which shall be subject to indemnification under this Article 30Agreement). 30.4.2 Should any indemnified party be entitled to indemnification under this Article 30 and should the indemnifying party fail to assume the defense of such claim or action, the indemnified party may, at the expense of the indemnifying party contest (or, with the prior consent of the indemnifying party, settle) such claim or action. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such a pending or threatened action.

Notice and Defense. 30.4.1 Subject If at any time a party entitled to indemnification hereunder (the “Indemnitee”) shall receive notice from any third party of any asserted liability, damage, loss or expense (together, a “Loss”) claimed to give rise to indemnification hereunder, the Indemnitee shall promptly give notice thereof (“Claims Notice”) to the foregoing provisions party obligated to provide indemnification (the “Indemnitor”) of this Article 30, within fifteen (15) days of receipt by an indemnified party under this Article 30 of notice such Loss. The Claims Notice shall set forth a brief description of the commencement of any actionLoss, such indemnified party willand, if a claim in respect thereof is to be made against known or reasonably estimable, the indemnifying party under Section 30.1 or Section 30.1.4 above, provide Notice to the indemnifying party amount of the commencement thereofLoss that has been or may be suffered by the Indemnitee. The indemnifying party Thereafter, the Indemnitor shall have no liability under this Article 30 for any claim have, at its election, the right to compromise or action for which the indemnified party has admitted any liability or which such Notice is not provided to the extent that such failure to give Notice actually and materially prejudices the indemnifying party’s ability to defend against such claim. In case any such action is brought against any indemnified party matter at the Indemnitor’s sole cost and it provides Notice to expense through counsel chosen by the indemnifying party of Indemnitor and approved by the commencement thereof, the indemnifying party Indemnitee (which approval shall assume on behalf of such indemnified party, and conduct with due diligence and in good faith, the defense of any such action against such person, whether or not the indemnifying party is joined thereinunreasonably be withheld); provided, however, thatthat (i) Indemnitor provides evidence reasonably satisfactory to Indemnitee that Indemnitor has the financial wherewithal (including but not limited to funds available in the Contingent Payment Escrow) to satisfy and discharge the Loss in full, without relieving and (ii) any such compromise or defense shall be conducted in a manner which is reasonable and not contrary to the indemnifying party Indemnitee’s interests, and the Indemnitee shall in all events have a right to veto any such compromise or defense which is unreasonable or which would jeopardize in any material respect any assets or business of the Indemnitee or any of its obligations hereunderaffiliates or increase the potential liability of, or create a new liability for, the indemnified Indemnitee or any of its affiliates and, provided further that the Indemnitor shall in all events indemnify the Indemnitee and its affiliates against any damage resulting from the manner in which such matter is compromised or defended, including any failure to pay any such claim while such litigation is pending. In the event that the Indemnitor does so undertake to compromise and defend a claim, the Indemnitor shall notify the Indemnitee of its intention to do so. Each party may elect agrees in all cases to participatecooperate with the defending party and its counsel in the compromise of or defending of any such liabilities or claims. In addition, the nondefending party shall at all times be entitled to monitor such defense through the appointment, at its own cost and expense, in the defense of any such suit. The indemnifying party shall have the right to assume the defense advisory counsel of any such claim or action with counsel designated by the indemnifying party and reasonably satisfactory to the indemnified party, provided, however, that if the defendants in any such action include both indemnifying party and the indemnified party, and the indemnified party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the indemnifying party, the indemnified party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party, the cost of which shall be subject to indemnification under this Article 30its own choosing. 30.4.2 Should any indemnified party be entitled to indemnification under this Article 30 and should the indemnifying party fail to assume the defense of such claim or action, the indemnified party may, at the expense of the indemnifying party contest (or, with the prior consent of the indemnifying party, settle) such claim or action. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such a pending or threatened action.

Notice and Defense. 30.4.1 Subject Within 30 days after a party or parties to be indemnified (whether one or more, the foregoing provisions of this Article 30, within fifteen (15"Indemnified Party") days of receipt by an indemnified party under this Article 30 of receives actual notice of any Claim covered by Section 8.01 or 8.02, as the commencement of any actioncase may be, such indemnified party willthe Indemnified Party shall, if a claim Claim in respect thereof is to be made against pursuant to Section 8.01 or 8.02, notify the indemnifying party under Section 30.1 or Section 30.1.4 above, provide Notice to from whom indemnification is sought (the indemnifying party of the commencement thereof. The indemnifying party shall have no liability under this Article 30 for any claim or action for which the indemnified party has admitted any liability or which such Notice is not provided to the extent that such failure to give Notice actually and materially prejudices the indemnifying party’s ability to defend against such claim. In case any such action is brought against any indemnified party and it provides Notice to the indemnifying party of the commencement thereof, the indemnifying party shall assume on behalf "Indemnifying Party") in writing of such indemnified party, and conduct with due diligence and in good faith, the defense of any such action against such person, whether or not the indemnifying party is joined thereinClaim; provided, however, thatthat the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any Liability which it may have to the Indemnified Party pursuant to Section 8.01 or 8.02, without relieving except to the indemnifying party extent of any material detriment suffered by the Indemnifying Party as a result of such failure. The amount of each Claim for indemnity, together with a list identifying each separate item of loss, liability, damage, cost or expense to the extent known, shall be set forth in the Claim notice delivered to the Indemnifying Party. In the event that a Claim arises out of or results from Claims of third parties, the Indemnifying Party may at its option undertake the defense thereof by counsel or representatives chosen by it which are reasonably acceptable to the Indemnified Party. The Indemnifying Party shall have the sole right to compromise or settle any such Claim if (i) such settlement or disposition shall impose no material obligation or burden whatsoever on the Indemnified Party which is not wholly discharged by the Indemnifying Party, and shall provide a full release to the Indemnified Party, and (ii) the Indemnifying Party shall be fully capable of performing its obligations hereunderpursuant to such settlement or disposition. The Indemnifying Party shall have the right to compromise or settle all other such third-party Claims with the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld. Each of the indemnified party may elect Indemnifying Party and the Indemnified Party shall be entitled to participateconsult with each other, at its expenseto the extent it reasonably requests, in respect of the defense of such Claim and shall cooperate in the defense of any such suit. The indemnifying party shall have the right to assume the defense of any Claim, including making its officers, directors, employees and Books and Records available for use in defending against such claim or action with counsel designated by the indemnifying party and reasonably satisfactory to the indemnified party, provided, however, that if the defendants in any such action include both indemnifying party and the indemnified partyClaim, and the indemnified party shall have reasonably concluded that there may be take those commercially reasonable actions within its power which are necessary to preserve any legal defenses available to it which are different from or additional to those available to the indemnifying party, the indemnified party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party, the cost of which shall be subject to indemnification under this Article 30matters. 30.4.2 Should any indemnified party be entitled to indemnification under this Article 30 and should the indemnifying party fail to assume the defense of such claim or action, the indemnified party may, at the expense of the indemnifying party contest (or, with the prior consent of the indemnifying party, settle) such claim or action. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such a pending or threatened action.

Notice and Defense. 30.4.1 Subject The party or parties to be indemnified (whether one or more, the "Indemnified Party") shall give the party from whom indemnification is sought (the "Indemnifying Party") written notice of any such Claim prior to the foregoing provisions expiration of this Article 30the survival period to which the Claim relates, within fifteen (15) days of receipt and the Indemnifying Party shall undertake the defense thereof by an indemnified party representatives chosen by it. Failure to give such notice shall not affect the Indemnifying Party's duty or obligations under this Article 30 of notice of the commencement of any action13, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under Section 30.1 or Section 30.1.4 above, provide Notice to the indemnifying party of the commencement thereof. The indemnifying party shall have no liability under this Article 30 for any claim or action for which the indemnified party has admitted any liability or which such Notice is not provided except to the extent that such failure to give Notice actually and materially prejudices the indemnifying party’s ability to defend against such claimIndemnifying Party is prejudiced thereby. In case So long as the Indemnifying Party is defending any such action is brought against any indemnified party and it provides Notice to the indemnifying party of the commencement thereof, the indemnifying party shall assume on behalf of such indemnified party, and conduct with due diligence Claim actively and in good faith, the defense of any such action against such person, whether or not the indemnifying party is joined therein; provided, however, that, without relieving the indemnifying party of its obligations hereunder, the indemnified party may elect to participate, at its expense, in the defense of any such suit. The indemnifying party Indemnifying Party shall have the right to assume settle such Claim in its sole discretion, provided that the defense Indemnifying Party shall not, without the written consent of the Indemnified Party, settle or compromise any Claim or consent to the entry of any such claim or action with counsel designated judgment which does not include as an unconditional term thereof the giving by the indemnifying party and reasonably satisfactory claimant or the plaintiff to the indemnified party, provided, however, Indemnified Party of a release from all Liability in respect of such Claim. If there is a reasonable probability that if a Claim may materially and adversely affect the defendants in any such action include both indemnifying party and the indemnified party, and the indemnified party shall have reasonably concluded that there may be legal defenses available to it which are different from Indemnified Party other than as a result of money damages or additional to those available to the indemnifying partyother money payments, the indemnified party Indemnified Party shall have the right to select separate retain its own counsel to assert such legal defenses defend against the portion of the Claim not involving monetary relief, and to otherwise participate in the defense of such action on behalf of such indemnified party, the cost of which such counsel shall be subject an Expense of the Indemnifying Party. The Indemnified Party shall make available to indemnification the Indemnifying Party or its representatives all records and other materials required by them and in the possession or under the control of the Indemnified Party, for the use of the Indemnifying Party and its representatives in defending any such Claim, and shall in other respects give reasonable cooperation in such defense. An Indemnified Party includes any Unit Recipient who has received Units pursuant to the transactions contemplated by this Article 30. 30.4.2 Should Agreement, and any indemnified party such Person shall be entitled to enforce a Claim for indemnification under this Article 30 and should the indemnifying party fail to assume the defense of hereunder in such claim or action, the indemnified party may, at the expense of the indemnifying party contest (or, with the prior consent of the indemnifying party, settle) such claim or action. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such a pending or threatened actionPerson's own right.

Notice and Defense. 30.4.1 Subject The party or parties to be indemnified (whether one or more, the "Indemnified Party") will give the party or parties from whom indemnification is sought (whether one or more, the "Indemnifying Party") prompt written notice of any such Claim providing reasonable specificity of the nature of the Claim, the parties involved and the facts giving rise to Claim, and the Indemnifying Party will undertake the defense thereof by representatives chosen by it and reasonably acceptable to the foregoing provisions Indemnified Party. The Indemnified Party shall have the right to employ one counsel of this Article 30its choice to represent such Indemnified Party if it reasonably believes a conflict of interest between such Indemnified Party and such Indemnifying Party exists in respect of a Claim or if the amount of such Claim, within fifteen (15after taking into account other Claims, may exceed the maximum amount set forth in Section 6.5(c) days and in that event the reasonable fees and expenses of receipt such separate counsel shall be paid by an indemnified party such Indemnifying Party for representation with respect to such Claim. In any event, the Indemnified Party shall have the right to participate at its own expense in the defense of such Claim. In all matters concerning the Redemption Shareholders, the Redemption Shareholders' Agent shall give and receive notice and otherwise act in all respects on their behalf. Failure to give such notice shall not affect the Indemnifying Party's duty or obligations under this Article 30 of notice of the commencement of any action6, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under Section 30.1 or Section 30.1.4 above, provide Notice to the indemnifying party of the commencement thereof. The indemnifying party shall have no liability under this Article 30 for any claim or action for which the indemnified party has admitted any liability or which such Notice is not provided except to the extent that such failure to give Notice actually and materially prejudices the indemnifying party’s ability to defend against such claimIndemnifying Party is prejudiced thereby. In case So long as the Indemnifying Party is defending any such action is brought against any indemnified party and it provides Notice to the indemnifying party of the commencement thereof, the indemnifying party shall assume on behalf of such indemnified party, and conduct with due diligence Claim actively and in good faith, the defense of any Indemnified Party shall not settle such action against such person, whether or not the indemnifying party is joined therein; provided, however, that, without relieving the indemnifying party of its obligations hereunder, the indemnified party may elect to participate, at its expense, in the defense of any such suitClaim. The indemnifying party shall have the right to assume the defense of any such claim or action with counsel designated by the indemnifying party and reasonably satisfactory to the indemnified party, provided, however, that if the defendants in any such action include both indemnifying party and the indemnified party, and the indemnified party shall have reasonably concluded that there Indemnifying Party may be legal defenses available to it which are different from or additional to those available to the indemnifying party, the indemnified party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party, the cost of which shall be subject to indemnification under this Article 30. 30.4.2 Should any indemnified party be entitled to indemnification under this Article 30 and should the indemnifying party fail to assume the defense of such claim or action, the indemnified party may, at the expense of the indemnifying party contest (or, with the prior consent of the indemnifying party, settle) such claim or action. No indemnifying party shall, not settle a Claim without the prior written consent of the indemnified party, effect any Indemnified Party unless such settlement provides solely for money damages or other money payments for which such Indemnified Party is entitled to indemnification hereunder and includes as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of any pending or threatened action a release from all liability in respect of which such Claim. The Indemnified Party shall make available to the Indemnifying Party or its representatives all records and other materials reasonably required by them and in the possession or under the control of the Indemnified Party, for the use of the Indemnifying Party and its representatives in defending any indemnified party is such Claim and shall in other respects give reasonable cooperation in such defense. The Indemnifying Party shall make available to the Indemnified Party or could have been a party its representatives, all records and indemnity could have been sought hereunder other materials reasonably required by them and in the possession or under the control of the Indemnifying Party, for the use of the Indemnified Party and its representatives in defending any such indemnified party unless Claim and shall in other respects give reasonable cooperation in such settlement includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such a pending or threatened actiondefense.

Notice and Defense. 30.4.1 Subject to the foregoing provisions of this Article 30, within fifteen (15) days of receipt by an The indemnified party under this Article 30 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against shall notify the indemnifying party under Section 30.1 or Section 30.1.4 abovepromptly in writing of any claim for which the indemnified party intends to seek indemnification hereunder, provide Notice stating, to the indemnifying party extent known, the nature and basis of such claim and the commencement amount thereof. The indemnifying party thereafter shall have no liability under this Article 30 for any claim or action for which the right, by notice to the indemnified party has admitted any liability or which within 15 days after receipt of such Notice is not provided notice, to conduct at its own expense, through counsel of its choosing reasonably approved by the extent that such failure to give Notice actually indemnified party, the defense, settlement and materially prejudices the indemnifying party’s ability to defend against compromise of such claim. In case any ; provided that, in conducting such action is brought against any indemnified party defense, settlement and it provides Notice to the indemnifying party of the commencement thereof, compromise (i) the indemnifying party shall assume on behalf not permit to exist any lien, encumbrance or other adverse charge upon any asset or business of such the indemnified party, (ii) the indemnifying party shall cause its counsel to consult with the indemnified party and its counsel and keep them fully advised of the progress of the defense, settlement and compromise and shall take into account the continuing business interests of the indemnified party, and (iii) the indemnifying party shall promptly reimburse the indemnified party for the full amount of any liability resulting from such claim and any defense, settlement or compromise thereof and all related costs and expenses incurred by the indemnified party, except to the extent otherwise provided in the next sentence. If the indemnifying party elects to conduct with due diligence and in good faith, the defense of such claim, the indemnified party shall cooperate with the indemnifying party in connection therewith and shall be entitled to participate in the defense thereof and to appoint counsel for that purpose, except that the cost of any such action against such person, whether or not participating counsel shall be solely for the account of the indemnified party and the indemnifying party shall have no responsibility therefor. So long as the indemnifying party is joined therein; providedcontesting any such claim in good faith in accordance with the foregoing requirements, however, that, without relieving the indemnifying indemnified party of its obligations hereundershall not pay or settle any such claim. Notwithstanding the foregoing, the indemnified party may elect to participate, at its expense, in the defense of pay or settle any such suitclaim at any time, provided that the indemnified party waives any right to indemnity therefor by the indemnifying party. The If the indemnifying party shall have does not notify the right to assume indemnified party within 15 days; after the defense receipt of the indemnified party's notice of any such claim or action with counsel designated by that it elects to undertake the indemnifying party and reasonably satisfactory to the indemnified party, provided, however, that if the defendants in any defense of such action include both indemnifying party and the indemnified party, and the indemnified party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the indemnifying partyclaim, the indemnified party shall have the right to select separate counsel defend, settle or compromise the claim in the exercise of its exclusive discretion; provided, however, that the indemnifying party shall have the right to assert such legal defenses and to otherwise participate in the defense of such action on behalf claim at its own expense. The indemnifying party shall promptly reimburse the indemnified party for the full amount of any liability resulting from such claim and any defense, settlement or compromise thereof and all related costs and expenses incurred by the indemnified partyparty or, in the cost of which shall alternative, such amounts may be subject to indemnification deducted from any sum under this Article 30. 30.4.2 Should any indemnified party be entitled Lease or otherwise to indemnification under this Article 30 and should due the indemnifying party fail to assume the defense of such claim or action, the indemnified party may, at the expense of the indemnifying party contest (or, with the prior consent of the indemnifying party, settle) such claim or action. No indemnifying party shall, without the prior written consent of from the indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such a pending or threatened action.

Notice and Defense. 30.4.1 Subject If at any time a party entitled to indemnification hereunder (the “Indemnitee”) shall receive notice from any third party of any asserted Loss claimed to give rise to indemnification hereunder, the Indemnitee shall promptly give notice thereof (“Claims Notice”) to the foregoing provisions party obligated to provide indemnification (the “Indemnitor”) of this Article 30, within fifteen (15) days of receipt by an indemnified party under this Article 30 of notice such Loss. The Claims Notice shall set forth a brief description of the commencement of any actionLoss, such indemnified party willin reasonable detail, and, if a claim in respect thereof is to be made against known or reasonably estimable, the indemnifying party under Section 30.1 or Section 30.1.4 above, provide Notice to the indemnifying party amount of the commencement thereofLoss that has been or may be suffered by the Indemnitee. The indemnifying party failure of the Indemnitee to give a Claims Notice promptly shall have no liability under this Article 30 for any claim not waive or action for which otherwise affect the indemnified party has admitted any liability or which such Notice is not provided Indemnitor’s obligations with respect thereto, except to the extent that the Indemnitor is prejudiced as a result of such failure (or to give Notice actually the extent the associated claim is barred by another provision hereof regarding any survival period). All indemnity claims by the Indemnitee shall be bona fide. Any claim for indemnification with respect to any of such matters which is not asserted by a notice given as herein provided specifically identifying the particular breach underlying such claim and materially prejudices the indemnifying party’s ability reasonable detail of facts and Losses relating thereto within the specified periods of survival may not be pursued until and unless properly made, and if regarding a representation or warranty, within the applicable survival period as set forth in Section 7.1(a). Thereafter, the Indemnitor shall have, at its election, the right to compromise or defend against such claim. In case any such action is brought against any indemnified party matter at the Indemnitor’s sole cost and it provides Notice to expense through counsel chosen by the indemnifying party of Indemnitor and approved by the commencement thereof, the indemnifying party Indemnitee (which approval shall assume on behalf of such indemnified party, and conduct with due diligence and in good faith, the defense of any such action against such person, whether or not the indemnifying party is joined thereinunreasonably be withheld); provided, however, thatthat (i) Indemnitor provides evidence reasonably satisfactory to Indemnitee that Indemnitor has the financial wherewithal to satisfy and discharge the Loss in full, without relieving and (ii) any such compromise or defense shall be conducted in a manner which is reasonable and not contrary to the indemnifying party Indemnitee’s interests, and the Indemnitee shall in all events have a right to veto any such compromise or defense which is unreasonable or which would jeopardize in any material respect any assets or business of the Indemnitee or any of its obligations hereunderaffiliates or increase the potential liability of, or create a new liability for, the indemnified Indemnitee or any of its affiliates and, provided further that the Indemnitor shall in all events indemnify the Indemnitee and its affiliates against any damage resulting from the manner in which such matter is compromised or defended, including any failure to pay any such claim while such litigation is pending. Notwithstanding the foregoing, if the Indemnitor receives a firm offer to settle a third-party may elect Claim, and the Indemnitor desires to participateaccept such offer, the Indemnitor will give written notice to the Indemnitee to that effect. In the event that the Indemnitor does so undertake to compromise and defend a claim, the Indemnitor shall notify the Indemnitee of its intention to do so. Each party agrees in all cases to use commercially reasonable efforts to cooperate with the defending party and its counsel in the compromise of or defending of any such liabilities or claims. In addition, the nondefending party shall at all times be entitled to monitor such defense through the appointment, at its own cost and expense, in the defense of any such suit. The indemnifying party shall have the right to assume the defense advisory counsel of any such claim or action with counsel designated by the indemnifying party and reasonably satisfactory to the indemnified party, provided, however, that if the defendants in any such action include both indemnifying party and the indemnified party, and the indemnified party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the indemnifying party, the indemnified party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party, the cost of which shall be subject to indemnification under this Article 30its own choosing. 30.4.2 Should any indemnified party be entitled to indemnification under this Article 30 and should the indemnifying party fail to assume the defense of such claim or action, the indemnified party may, at the expense of the indemnifying party contest (or, with the prior consent of the indemnifying party, settle) such claim or action. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such a pending or threatened action.

Notice and Defense. 30.4.1 Subject If at any time a party entitled to ------------------ indemnification hereunder (the "Indemnitee") shall receive notice of any asserted liability, damage, loss or expense (together, a "Loss") claimed to give rise to indemnification hereunder, the Indemnitee shall promptly give notice thereof ("Claims Notice") to the foregoing provisions party obligated to provide indemnification (the "Indemnitor") of this Article 30, within fifteen (15) days of receipt by an indemnified party under this Article 30 of notice such Loss. The Claims Notice shall set forth a brief description of the commencement of any actionLoss, such indemnified party willand, if a claim in respect thereof is to be made against known, the indemnifying party under Section 30.1 or Section 30.1.4 above, provide Notice to the indemnifying party amount of the commencement thereofLoss that has been or may be suffered by the Indemnitee. The indemnifying party final determination of a Loss shall have no liability under this Article 30 for any claim be calculated after the Indemnitee has determined the tax benefit or action for which insurance recovery related to such Loss, if any. Thereafter, the indemnified party has admitted any liability Indemnitor shall have, at its election, the right to compromise or which such Notice is not provided to the extent that such failure to give Notice actually and materially prejudices the indemnifying party’s ability to defend against such claim. In case any such action is brought against any indemnified party matter at Indemnitor's sole cost and it provides Notice to expense through counsel chosen by the indemnifying party of Indemnitor and approved by the commencement thereof, the indemnifying party Indemnitee (which approval shall assume on behalf of such indemnified party, and conduct with due diligence and in good faith, the defense of any such action against such person, whether or not the indemnifying party is joined thereinunreasonably be withheld); provided, however, that, without relieving that any such compromise or defense shall be conducted in a manner which is reasonable and not contrary to the indemnifying party Indemnitee's interest and the Indemnitee shall in all events have a right to veto any such compromise or defense which is unreasonable or which would jeopardize in any material respect any assets or business of the Indemnitee or any of its obligations hereunderaffiliates or increase the potential liability of, or create a new liability for, the indemnified party may elect Indemnitee or any of its affiliates and, provided further that the Indemnitor shall in all events indemnify the Indemnitee and its affiliates against any damage resulting from the manner in which such matter is compromised or defended. In the event that the Indemnitor does so undertake to participatecompromise and defend a claim, at the Indemnitor shall notify the Indemnitee of its expenseintention to do so. Even if the Indemnitor undertakes to compromise or defend a claim, in the defense of any such suit. The indemnifying party Indemnitee shall have the right to assume settle any matter for which a claim for indemnification has been made hereunder upon notice to the defense Indemnitor and by waiving any right against Indemnitor with respect to such matter. Each party agrees in all cases to cooperate with the defending party and its counsel in the compromise of or defending of any such claim liabilities or action with counsel designated by claims. In addition, the indemnifying party and reasonably satisfactory to the indemnified party, provided, however, that if the defendants in any such action include both indemnifying party and the indemnified party, and the indemnified non-defending party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the indemnifying party, the indemnified party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party, the cost of which shall be subject to indemnification under this Article 30. 30.4.2 Should any indemnified party at all times be entitled to indemnification under this Article 30 and should monitor such defense through the indemnifying party fail to assume the defense of such claim or action, the indemnified party mayappointment, at the expense its own costs and expense, of the indemnifying party contest (or, with the prior consent advisory counsel of the indemnifying party, settle) such claim or action. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such a pending or threatened actionits own choosing.

Notice and Defense. 30.4.1 Subject to the foregoing provisions of this Article 30, within fifteen (15) days of receipt by an indemnified party under this Article 30 of notice The obligations of the commencement of any actionBCA Shareholders and Millennium hereunder with respect to their respective indemnities pursuant to this Section 12, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under Section 30.1 or Section 30.1.4 above, provide Notice to the indemnifying party of the commencement thereof. The indemnifying party shall have no liability under this Article 30 for resulting from any claim or action for which other assertion of liability by third parties (hereinafter collectively, "Third Party Claim(s)"), shall be subject to the indemnified following terms and conditions: (1) the party has admitted seeking indemnification hereunder (the "Indemnified Party") shall give written notice (a "Claim Notice") of any liability or which such Notice Third Party Claim(s) to the party from whom indemnification is sought hereunder (the "Indemnifying Party") within a reasonable time after the Indemnified Party receives notice thereof; provided, however, that the failure to give notice timely shall not provided affect the Indemnifying Party's obligations hereunder except to the extent that such failure to give Notice actually and materially prejudices the indemnifying party’s Indemnifying Party or its ability to defend against such claim. In case any such action is brought against any indemnified party and it provides Notice to Third Party Claim(s); (2) the indemnifying party of the commencement thereof, the indemnifying party shall assume on behalf of such indemnified party, and conduct with due diligence and in good faith, the defense of any such action against such person, whether or not the indemnifying party is joined therein; provided, however, that, without relieving the indemnifying party of its obligations hereunder, the indemnified party may elect to participate, at its expense, in the defense of any such suit. The indemnifying party Indemnifying Party shall have the right to assume undertake, with counsel or other representatives of its own choosing and reasonably acceptable to the Indemnified Party, the defense or settlement of any such claim Third Party Claim(s); (3) in the event that the Indemnifying Party shall fail to notify the Indemnified Party within ten (10) days of receipt of the Claim Notice that it has elected to undertake such defense or action with counsel designated by settlement, or if at any time the indemnifying party and reasonably satisfactory Indemnifying Party shall otherwise fail to diligently defend or pursue settlement of such claim, then the indemnified party, provided, however, that if the defendants in any such action include both indemnifying party and the indemnified party, and the indemnified party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the indemnifying party, the indemnified party Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in undertake the defense defense, compromise, or settlement of such action on behalf of such indemnified party, the cost of which shall be subject to indemnification under this Article 30. 30.4.2 Should any indemnified party be entitled to indemnification under this Article 30 and should the indemnifying party fail to assume the defense of such claim or action, the indemnified party may, at the expense of the indemnifying party contest (orclaim, with counsel reasonably acceptable to the prior consent of the indemnifying party, settleIndemnifying Party; and (4) such claim or action. No indemnifying party shall, neither Party shall settle any Third Party Claim(s) without the prior written consent of the indemnified other party, effect any which consent shall not be unreasonably withheld or delayed. In the event the Indemnifying Party submits to the Indemnified Party a bona fide settlement offer from the third party claimant of any pending Third Party Claim(s) (which settlement offer shall include as an unconditional term thereof the giving by the claimant or threatened action the plaintiff to the Indemnified Party of a release from all liability in respect of such claim) and the Indemnified Party refuses to consent to such settlement, then thereafter the Indemnifying Party's liability to the Indemnified Party for indemnification hereunder with respect to such Third Party Claim(s) shall not exceed the settlement amount included in such bona fide settlement offer, and the Indemnified Party shall either assume the defense of such Third Party Claim(s) or pay the Indemnifying Party's attorneys fees and other out of pocket costs incurred thereafter in continuing the defense of such claim. Regardless of which any indemnified party is conducting the defense of any such Third Party Claim(s), the other party, with counsel or could other representatives of its own choosing and at its sole cost and expense, shall have been a the right to consult with the party conducting the defense of such claim and its counsel or other representatives concerning such claim and the Indemnified Party and their respective counsel or other representatives shall cooperate with respect to such claim, and the party conducting the defense of any such claim and its counsel shall in any case keep the other party and indemnity could have been sought hereunder by its counsel (if any) fully informed as to the status of any claim and any matters relating thereto. Each party shall provide to the other party such indemnified records, books, documents, and other materials as shall reasonably be necessary for such party unless such settlement includes an unconditional release to conduct or evaluate the defense of such indemnified party from all liability on any claims that are the subject matter of such a pending or threatened actionThird Party Claim(s) and will generally cooperate with respect to any matters relating thereto.

Notice and Defense. 30.4.1 Subject to the foregoing provisions of this Article 30, within fifteen (15) days of receipt by an indemnified party Any Person making a claim for indemnification under this Article 30 of notice Section 7.2 (an “Indemnitee”) shall notify the indemnifying party (an “Indemnitor”) of the commencement claim in writing promptly after receiving written notice of any action, such indemnified party willlawsuit, proceeding, investigation or other claim (a “Proceeding”) against it (if by a claim in respect third party), describing the claim, the amount thereof is (if known and quantifiable) and the basis thereof; provided, that the failure to be made against so notify an Indemnitor shall not relieve the indemnifying party under Section 30.1 or Section 30.1.4 above, provide Notice to the indemnifying party Indemnitor of the commencement thereof. The indemnifying party shall have no liability under this Article 30 for any claim or action for which the indemnified party has admitted any liability or which such Notice is not provided its obligations hereunder unless and to the extent that the Indemnitor shall be actually prejudiced by such failure to give Notice actually and materially prejudices the indemnifying party’s ability so notify. Any Indemnitor shall be entitled to defend against such claim. In case any such action is brought against any indemnified party and it provides Notice to the indemnifying party of the commencement thereof, the indemnifying party shall assume on behalf of such indemnified party, and conduct with due diligence and in good faith, the defense of any such action against such person, whether or not the indemnifying party is joined therein; provided, however, that, without relieving the indemnifying party of its obligations hereunder, the indemnified party may elect to participate, at its expense, in the defense of any such suit. The indemnifying party shall have the right to assume the defense of any such claim or action with counsel designated by the indemnifying party and reasonably satisfactory to the indemnified party, provided, however, that if the defendants in any such action include both indemnifying party and the indemnified party, and the indemnified party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the indemnifying party, the indemnified party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of Proceeding giving rise to an Indemnitee’s claim for indemnification at such indemnified partyIndemnitor’s expense, the cost of which shall be and at its option (subject to indemnification under this Article 30. 30.4.2 Should any indemnified party the limitations set forth below) shall be entitled to assume the defense thereof by appointing a reputable counsel reasonably acceptable to the Indemnitee to be the lead counsel in connection with such defense; provided, that prior to the Indemnitor assuming control of such defense, Indemnitor shall (x) first demonstrate to the Indemnitee in writing the Indemnitor’s financial ability to provide full indemnification under this Article 30 to the Indemnitee with respect to such Proceeding, and should (y) agree in writing to be fully responsible for all Losses relating to such Proceeding; and provided further, that: (a) the indemnifying party fail Indemnitee shall be entitled to assume participate in the defense of such claim and to employ counsel of its choice for such purpose; provided, that the fees and expenses of such separate counsel shall be borne by the Indemnitee (other than any fees and expenses of such separate counsel (x) that are incurred prior to the date the Indemnitor effectively assumes control of such defense or (y) retained because a conflict of interest exists between the Indemnitor and the Indemnitee, each of which, notwithstanding the foregoing, shall be borne by the Indemnitor); (b) the Indemnitee shall be entitled to assume control of such defense and Indemnitor shall pay the fees and expenses of counsel retained by the Indemnitee if (A) the claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation or otherwise involves any Government Entity (provided, that in such event (x) the indemnified party mayIndemnitor shall be entitled to participate in the defense of such claim and to employ counsel of its choice for such purpose (provided, at that the expense fees and expenses of such separate counsel shall be borne by the Indemnitor), and (y) the Indemnitor shall be entitled to review the files and record relating to such defense upon request of the indemnifying party contest Indemnitor); (or, B) the Indemnitee reasonably believes an adverse determination with respect to the prior consent of the indemnifying party, settle) Proceeding giving rise to such claim for indemnification would be detrimental to or action. No indemnifying party shallinjure the Indemnitee’s reputation or future business prospects; (C) the claim seeks an injunction or equitable relief against the Indemnitee; (D) a conflict of interest exists between the Indemnitor and the Indemnitee, without except that the fees and expenses of such counsel shall be borne by the Indemnitor; or (E) the Indemnitor failed or is failing to vigorously prosecute or defend such claim; and (c) if the Indemnitor shall control the defense of any such claim, the Indemnitor shall obtain the prior written consent of the indemnified party, effect Indemnitee before entering into any settlement of any pending a Proceeding or threatened action in respect ceasing to defend such Proceeding if, pursuant to or as a result of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement includes an unconditional or cessation, injunctive or other equitable relief will be imposed against the Indemnitee or if such settlement does not expressly and unconditionally release of such indemnified party the Indemnitee from all liability on any claims that are the subject matter of Liabilities with respect to such a pending or threatened actionclaim, without prejudice.

Notice and Defense. 30.4.1 Subject The Party or Parties seeking to be indemnified (whether one or more, the foregoing provisions "Indemnified Party") shall give the Party or Parties from whom indemnification is sought (whether one or more, the "Indemnifying Party") prompt written notice (and in any event written notice delivered within ten (10) calendar days after the receipt of this Article 30, within fifteen (15) days of receipt by an indemnified party under this Article 30 of service or other notice of the commencement of any actionsuit, action or arbitration proceeding) of any claim for Damages whether brought by a third party (a "Third Party Claim") or otherwise, and such indemnified party will, notice shall specify in reasonable detail (i) the factual basis for such claim and (ii) the amount of such claim (if a claim in respect thereof is to be made against the indemnifying party under Section 30.1 or Section 30.1.4 above, provide Notice to the indemnifying party of the commencement thereofthen known). The indemnifying party Indemnifying Party shall have no liability under this Article 30 for any claim or action for which the indemnified party has admitted any liability or which such Notice is not provided to the extent that such failure to give Notice actually and materially prejudices the indemnifying party’s ability to defend against such claim. In case any such action is brought against any indemnified party and it provides Notice to the indemnifying party of the commencement thereof, the indemnifying party shall assume on behalf of such indemnified party, and conduct with due diligence and in good faith, the defense of any such action against such person, whether or not the indemnifying party is joined therein; provided, however, that, without relieving the indemnifying party of its obligations hereunder, the indemnified party may elect to participateright, at its expenseown cost, to participate jointly in the defense of any such suit. The indemnifying party shall have the right Third Party Claim or demand, and may elect to assume take over the defense of any such claim Third Party Claim or action with demand through counsel designated by the indemnifying party and of its own choosing reasonably satisfactory acceptable to the indemnified party, Indemnified Party by so notifying the Indemnified Party within thirty (30) days of receipt of the Indemnified Party's notice of such Third Party Claim or demand; provided, however, that if the defendants in any such action include both indemnifying party and the indemnified party, and the indemnified party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the indemnifying partyIndemnified Party is a Purchaser Indemnified Party, the indemnified party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in Indemnifying Party may not take over the defense of such action on behalf Third Party Claim without the written consent of the Purchaser Indemnified Party (which consent may be withheld for any reason) if the Third Party Claim involves or reasonably could involve Damages in excess of the amounts then in the Escrow Account and Parent or Purchaser has given the Indemnifying Party written notice of such indemnified partydetermination. During such thirty (30) day period, the cost Indemnified Party shall make such filings, including motions for continuance (and answers if a motion for continuance has not been granted), as may be necessary to preserve the parties' positions and rights with respect to such claim or demand. Failure to give notice of which any Claim shall be subject to indemnification not affect the Indemnifying Party's duties or obligations under this Article 30. 30.4.2 Should 9, except to the extent the Indemnifying Party is materially prejudiced thereby. The Indemnified Party shall not settle, compromise, discharge or otherwise admit to any indemnified party be entitled to indemnification under this Article 30 and should the indemnifying party fail to assume the defense of such liability for any claim or action, the demand for which it is indemnified party may, at the expense of the indemnifying party contest (or, with the prior consent of the indemnifying party, settle) such claim or action. No indemnifying party shall, without the prior written consent of the indemnified partyIndemnifying Party (which consent shall not be unreasonably withheld, effect delayed or conditioned). The Indemnifying Party shall not settle, compromise, discharge or otherwise admit to any liability for any claim or demand without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned; provided, however, that the decision of Parent, made in good faith, that any such settlement would cause material damage to the reputation of any pending MLB Entity shall not be considered unreasonable). The Indemnified Party shall make available to the Indemnifying Party or threatened action its representatives all records and other materials required by them and in respect the possession or under the control of which the Indemnified Party, for the use of the Indemnifying Party and its representatives in defending any indemnified party is or could have been the Third Party Claim, and shall in other respects give reasonable cooperation in such defense. In the case of a party and indemnity could have been sought hereunder by such indemnified party unless such settlement includes an unconditional release of such indemnified party from all liability on claim for indemnification under Section 9.2, any claims that are notice to be delivered pursuant to this Section 9.4(a) shall be deemed to be given if delivered to the subject matter of such a pending or threatened actionSellers' Representative.

Notice and Defense. 30.4.1 Subject (a) Each party entitled to the foregoing provisions of this Article 30indemnification pursuant to Section 8 hereof (each, within fifteen an "Indemnified Party") shall give notice to each party to provide indemnification (15each, an "Indemnifying Party") days of receipt by an indemnified party under this Article 30 of notice of the commencement promptly after such Indemnified Party has knowledge of any actionclaim for Loss as to which indemnity may be sought, such indemnified party willand, if a claim in respect thereof is to be made against the indemnifying party under Section 30.1 or Section 30.1.4 above, provide Notice to the indemnifying party event of the commencement thereof. The indemnifying party shall have no liability under this Article 30 for any claim or action for which the indemnified party has admitted any liability or which such Notice is not provided to the extent that such failure to give Notice actually and materially prejudices the indemnifying party’s ability to defend demand asserted against such claim. In case any such action is brought against any indemnified party and it provides Notice to the indemnifying party of the commencement thereof, the indemnifying party shall assume on behalf of such indemnified an Indemnified Party by a third party, and conduct with due diligence and in good faith, shall permit the defense of any such action against such person, whether or not the indemnifying party is joined therein; provided, however, that, without relieving the indemnifying party of its obligations hereunder, the indemnified party may elect to participate, at its expense, in the defense of any such suit. The indemnifying party shall have the right Indemnifying Party to assume the defense of any such claim or action with counsel designated (and litigation resulting therefrom). The Indemnifying Party shall have ten (10) business days after the aforesaid notice is given (i) to dispute its liability for the Loss being claimed by the indemnifying party Indemnified Party and reasonably satisfactory (ii) to elect, by written notice given to the indemnified partyIndemnified Party, providedto undertake, howeverconduct and control, that if through counsel of its own choosing (subject to the defendants in any consent of the Indemnified Party, which consent is not to be unreasonably withheld or delayed) and at its sole risk and expense, the good faith settlement or defense of such action include both indemnifying party and the indemnified partyclaim, and the indemnified party Indemnified Party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to cooperate with the indemnifying party, the indemnified party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate Indemnifying Party in the defense of such action on behalf of such indemnified party, the cost of which connection therewith; provided that: (i) all settlements shall be subject to indemnification under this Article 30. 30.4.2 Should any indemnified party be entitled to indemnification under this Article 30 and should made only upon the indemnifying party fail to assume the defense of such claim or action, the indemnified party may, at the expense of the indemnifying party contest (or, prior reasonable consultation with the prior consent of the indemnifying party, settle) such claim or action. No indemnifying party shall, without Indemnified Party and the prior written consent of the indemnified partyIndemnified Party, effect which consent shall not be unreasonably withheld or delayed and (ii) the Indemnified Party shall be entitled to participate in such settlement or defense through counsel chosen by the Indemnified Party (provided that the fees and expenses of such counsel shall be borne by the Indemnified Party). The Indemnified Party shall furnish such information regarding himself or the claim in question as the Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with defense of such claim and litigation resulting therefrom. (b) So long as the Indemnifying Party is contesting any such claim in good faith, the Indemnified Party shall not pay or settle any such claim; provided, however, that notwithstanding the foregoing, the Indemnified Party shall have the right to pay or settle any such claim at any time, provided that in such event they shall waive any right of indemnification therefor by the Indemnifying Party. (c) If the Indemnifying Party fails timely to elect to undertake the good faith defense or settlement of the claim as aforesaid, or if the Indemnifying Party fails to proceed with the good faith defense or settlement of the matter after making such election, then, in either such event, the Indemnified Party shall have the right to contest, settle or compromise (provided that all settlements or compromises require the prior reasonable consultation with the Indemnifying Party and the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed) the claim at their exclusive discretion, at the risk and expense of the Indemnifying Party. With respect to any pending dispute as to the Indemnifying Party's liability for the Loss, the Indemnified Party may proceed against such Indemnifying Party simultaneously with the third party claim or threatened action in respect of which any indemnified party is or could have been a party demand and indemnity could have been sought hereunder by such indemnified party unless such settlement includes an unconditional release need not await the outcome of such indemnified third party from all liability on claim or demand before initiating any claims that are the subject matter of such a pending or threatened actionproceeding.

Notice and Defense. 30.4.1 Subject to the foregoing provisions of this Article 30, within fifteen (15) days of Promptly upon receipt by an indemnified party under this Article 30 Parent or Seller (as the case may be) of notice of the commencement assertion of any action, such indemnified party will, if a claim in respect thereof is to which indemnity may be made sought against the indemnifying party under (the “Indemnifying Party”) pursuant to this Section 30.1 or Section 30.1.4 above, provide Notice to the indemnifying party of the commencement thereof. The indemnifying party shall have no liability under this Article 30 for any claim or action for which the indemnified party has admitted any liability or which such Notice is not provided to the extent that such failure to give Notice actually and materially prejudices the indemnifying party’s ability to defend against such claim. In case any such action is brought against any indemnified party and it provides Notice to the indemnifying party of the commencement thereof, the indemnifying party shall assume on behalf of such indemnified party, and conduct with due diligence and in good faith, the defense of any such action against such person, whether or not the indemnifying party is joined therein; provided, however, that, without relieving the indemnifying party of its obligations hereunder10, the indemnified party may elect (the “Indemnified Party”) shall promptly notify the Indemnifying Party in writing and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to participatethe Indemnified Party. The failure of any Indemnified Party to give timely notice hereunder shall not affect rights to indemnification hereunder, at its expenseexcept to the extent that, the Indemnifying Party is actually prejudiced thereby. Notwithstanding the foregoing, in the event any of the Parent Indemnitees are the Indemnified Party, such Parent Indemnitee may assume control of the defense of the applicable claim if the claim (a) relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation or (b) primarily seeks an injunction or equitable relief against the Indemnified Party and such suitrequest for an injunction or equitable relief is not incidental or secondary to the underlying claim for relief, provided that the Indemnifying Party will not be obligated to indemnify the Indemnified Party hereunder for any settlement entered into or any judgment that was consented to without the Indemnifying Party’s prior written consent (such written consent will not be withheld or delayed unreasonably). The indemnifying party shall have In addition, in the right event that the Indemnifying Party fails to assume the defense of any such claim or action with counsel designated a court of competent jurisdiction, upon petition by the indemnifying party and reasonably satisfactory Indemnified Party, determines that the Indemnifying Party failed or is failing to vigorously prosecute or defend such claim, then the indemnified party, provided, however, that if the defendants in any such action include both indemnifying party and the indemnified party, and the indemnified party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the indemnifying party, the indemnified party Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party, the cost of which shall be subject to indemnification under this Article 30. 30.4.2 Should defend any indemnified party be entitled to indemnification under this Article 30 and should the indemnifying party fail to assume the defense of such claim or action, the indemnified party may, at the expense of the indemnifying party contest (or, and such Indemnified Party’s costs and expenses associated with the prior consent of the indemnifying party, settle) such claim or action. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such a pending or threatened actiondefense shall constitute indemnifiable Losses.

Notice and Defense. 30.4.1 Subject If at any time ServiceWare shall receive notice of any Covered ServiceWare Loss, ServiceWare shall promptly give written notice thereof to the foregoing provisions of this Article 30Representative, within fifteen (15) days of receipt by an indemnified party under this Article 30 of and if at any time any Mollxx Xxxder shall receive notice of the commencement of any actionCovered Mollxx Xxxs, such indemnified party will, if Mollxx Xxxder shall promptly give written notice thereof to the Representative and to ServiceWare; provided that a claim delay in respect thereof is to be made against the indemnifying party under Section 30.1 or Section 30.1.4 above, provide Notice to giving notice shall only relieve the indemnifying party of liability to the commencement thereof. The extent such indemnifying party suffers actual prejudice because of the delay. Any such notice shall set forth with reasonable specificity (i) the basis under this Agreement, and the facts that otherwise form the basis, of such claim, (ii) an estimate of the amount of such claim (which estimate shall not be conclusive of the final amount of such claim) and an explanation of the calculation of such estimate, including a statement of any significant assumptions employed therein, 42 43 and (iii) the date on and manner in which the party delivering such notice became aware of the existence of such claim. With respect to any claim giving rise to a Covered ServiceWare Loss, ServiceWare shall have no liability under this Article 30 for the right, but not the obligation to participate at its own expense in a defense of such claim by counsel of its own chosing, but the Representative shall be entitled to control the defense; provided, however, that the Representative shall not, without the consent of ServiceWare, which consent shall not unreasonably be withheld, settle, compromise, pay or discharge the same except by order of a court of competent jurisdiction. With respect to any claim giving rise to a Covered Mollxx Xxxs, the Representative shall have the right, but not the obligation to participate at the expense of the Mollxx Xxxders in a defense of such claim by counsel of its own chosing, but ServiceWare shall be entitled to control the defense; provided, however, that ServiceWare shall not, without the consent of the Representative, which consent shall not unreasonably be withheld, settle, compromise, pay or action for which discharge the same except by order of a court of competent jurisdiction. If the indemnified party has admitted does not consent to any liability bona fide settlement or which such Notice is not provided to the extent that such failure to give Notice actually and materially prejudices compromise proposed by the indemnifying party’s ability to defend against such claim. In case any such action is brought against any indemnified party and it provides Notice to the indemnifying party of the commencement thereof, the indemnifying party shall assume on behalf be liable for indemnification hereunder only to the lesser of such indemnified party, and conduct with due diligence and in good faith, the defense of any such action final judgment against such person, whether or not the indemnifying party is joined therein; provided, however, that, without relieving the indemnifying party of its obligations hereunder, the indemnified party may elect or the amount proposed to participate, at its expense, be paid in the defense of any such suit. The indemnifying party shall have the right to assume the defense of any such claim or action with counsel designated by the indemnifying party and reasonably satisfactory to the indemnified party, provided, however, that if the defendants in any such action include both indemnifying party and the indemnified party, and the indemnified party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the indemnifying party, the indemnified party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party, the cost of which shall be subject to indemnification under this Article 30settlement. 30.4.2 Should any indemnified party be entitled to indemnification under this Article 30 and should the indemnifying party fail to assume the defense of such claim or action, the indemnified party may, at the expense of the indemnifying party contest (or, with the prior consent of the indemnifying party, settle) such claim or action. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such a pending or threatened action.

Notice and Defense. 30.4.1 Subject The Party or Parties seeking to be indemnified (collectively, the foregoing provisions “Indemnified Party”) shall give the Party from whom indemnification is sought (the “Indemnifying Party”) prompt written notice (and in any event written notice delivered within sixty (60) calendar days after the receipt of this Article 30, within fifteen (15) days of receipt by an indemnified party under this Article 30 of service or other notice of the commencement of any actionsuit, such indemnified party willaction or arbitration proceeding) of the Third Party Claim. The Indemnifying Party may undertake and control the defense and/or settlement of the Third Party Claim, by representatives chosen by the Indemnifying Party, if a claim in the Indemnifying Party admits that he has an indemnification obligation hereunder with respect thereof is to be made against the indemnifying party under Section 30.1 or Section 30.1.4 above, provide Notice to the indemnifying party Third Party Claim, in which case such assumption shall constitute the Indemnifying Party’s undertaking to pay directly all costs, expenses, damages, judgments, awards, penalties and assessments incurred in connection therewith. With the prior written consent of the commencement thereofIndemnified Party, the Indemnifying Party may undertake the defense of the Third Party Claim without admitting that it has an indemnification obligation hereunder. The indemnifying party Failure to give notice of the Third Party Claim shall have no liability not affect the Indemnifying Party’s duties or obligations under this Article 30 for any claim or action for which the indemnified party has admitted any liability or which such Notice is not provided 10, except to the extent that such failure to give Notice actually and the Indemnifying Party is materially prejudices prejudiced thereby. So long as the indemnifying party’s ability to defend against such claim. In case any such action Indemnifying Party is brought against any indemnified party and it provides Notice to defending the indemnifying party of the commencement thereof, the indemnifying party shall assume on behalf of such indemnified party, and conduct with due diligence Third Party Claim actively and in good faith, the defense of any such action against such person, whether or Indemnifying Party shall not settle the indemnifying party is joined therein; provided, however, that, without relieving the indemnifying party of its obligations hereunder, the indemnified party may elect to participate, at its expense, in the defense of any such suitThird Party Claim. The indemnifying party Indemnified Party shall have the right to assume the defense of any such claim or action with counsel designated by the indemnifying party and reasonably satisfactory to the indemnified party, provided, however, that if the defendants in any such action include both indemnifying party and the indemnified party, and the indemnified party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those make available to the indemnifying party, the indemnified party shall have the right to select separate counsel to assert such legal defenses Indemnifying Party or his representatives all records and to otherwise participate other materials required by them and in the defense of such action on behalf of such indemnified party, possession or under the cost of which shall be subject to indemnification under this Article 30. 30.4.2 Should any indemnified party be entitled to indemnification under this Article 30 and should the indemnifying party fail to assume the defense of such claim or action, the indemnified party may, at the expense control of the indemnifying party contest (orIndemnified Party, with for the prior consent use of the indemnifying partyIndemnifying Party and his, settle) her or its representatives in defending the Third Party Claim, and shall in other respects give reasonable cooperation in such claim or action. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such a pending or threatened actiondefense.

Notice and Defense. 30.4.1 Subject Neither WMFD nor WMA shall be liable under paragraphs 1.1 or 1.3 above unless AGL or AGSI shall have notified WMFD or WMA in writing within a reasonable time after the summons or other first legal process giving information of the nature of any claim for which indemnity may be sought shall have been served upon an Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), or within a reasonable time after such Indemnified Party otherwise becomes aware that it may wish to claim indemnification under paragraphs 1.1 or 1.3, but failure to notify WMFD or WMA of any such claim shall not relieve WMFD or WMA from any liability that it may have to the foregoing provisions Indemnified Party against whom such action is brought otherwise than on account of this Article 30, within fifteen (15) days of receipt by an indemnified party under this Article 30 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under Section 30.1 or Section 30.1.4 above, provide Notice to the indemnifying party of the commencement thereof. The indemnifying party shall have no liability under this Article 30 for any claim or action for which the indemnified party has admitted any liability or which such Notice is not provided to the extent that such failure to give Notice actually and materially prejudices the indemnifying party’s ability to defend against such claim1. In case any such action as to which indemnity may be sought pursuant to this Section 1 is brought against any indemnified party an Indemnified Party, WMFD and it provides Notice to the indemnifying party of the commencement thereof, the indemnifying party shall assume on behalf of such indemnified party, and conduct with due diligence and in good faith, the defense of any such action against such person, whether or not the indemnifying party is joined therein; provided, however, that, without relieving the indemnifying party of its obligations hereunder, the indemnified party may elect WMA will be entitled to participate, at its their own expense, in the defense of any such suitthereof. The indemnifying party Also, in a case where indemnification may be sought pursuant to paragraph 1.1 above, WMFD and WMA shall have the right be entitled to assume the defense thereof (which shall include, without limitation, the conduct of any such claim ruling request and closing agreement or action other settlement proceeding with the Internal Revenue Service), with counsel designated approved by the indemnifying party and reasonably satisfactory AGL, which approval shall not be unreasonably withheld. After notice from WMFD or WMA to the indemnified party, provided, however, that if the defendants in any such action include both indemnifying party and the indemnified party, and the indemnified party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the indemnifying party, the indemnified party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense Indemnified Party of such action on behalf of such indemnified party, the cost of which shall be subject to indemnification under this Article 30. 30.4.2 Should any indemnified party be entitled to indemnification under this Article 30 and should the indemnifying party fail its election to assume the defense of such claim or actionthereof, the indemnified party mayIndemnified Party will cooperate fully with WMFD and WMA and shall bear the fees and expenses or any additional counsel retained by the Indemnified Party, at the expense of the indemnifying party contest (or, and WMFD and WMA will not be liable to such Indemnified Party under this Agreement for any legal or other expenses subsequently incurred by such Indemnified Party independently in connection with the prior consent defense thereof, other than reasonable costs of the indemnifying party, settle) such claim or action. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such a pending or threatened actioninvestigation.

Notice and Defense. 30.4.1 Subject to OF THIRD-PARTY CLAIMS. Promptly following the foregoing provisions earlier of this Article 30, within fifteen (15A) days receipt of receipt by an indemnified party under this Article 30 of written notice of the commencement by a third party of any action, such indemnified Action against or otherwise involving any Indemnified Party or (B) receipt of written information from a third party will, if alleging the existence of a claim against an Indemnified Party, in either case, with respect thereof is to which indemnification may be made against sought by an Indemnified Party pursuant to Article IV of this Agreement (a "Third-Party Claim"), the indemnifying party under Section 30.1 or Section 30.1.4 above, provide Notice to Indemnified Party shall give the indemnifying party Indemnifying Party prompt written notice thereof. Failure of the commencement thereof. The indemnifying party Indemnified Party to give such written notice as provided in this Section 4.5 shall have no liability not relieve the Indemnifying Party of its obligations under this Article 30 for any claim or action for which the indemnified party has admitted any liability or which such Notice is not provided Agreement, except to the extent that the Indemnifying Party is prejudiced by such failure to give Notice actually notice. Such notice shall describe the Third-Party Claim in reasonable detail, and materially prejudices attach any documentation received from the indemnifying party’s ability to defend claimant (including, if applicable, a copy of any complaint filed against the Indemnified Party) asserting such claim. In case any Third-Party Claim. (a) Within thirty (30) days after receipt of such action is brought against any indemnified party and it provides Notice notice, the Indemnifying Party may, by giving written notice thereof to the indemnifying party of the commencement thereofIndemnified Party, the indemnifying party shall assume on behalf of such indemnified party, and conduct with due diligence and in good faith, the defense of any such action against such person, whether or not the indemnifying party is joined therein; provided, however, that, without relieving the indemnifying party of its obligations hereunder, the indemnified party may (i) elect to participate, at its expense, in the defense of any such suit. The indemnifying party shall have the right to assume the defense of any such claim or action with counsel designated by the indemnifying party and reasonably satisfactory to the indemnified party, provided, however, that if the defendants in any such action include both indemnifying party and the indemnified party, and the indemnified party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the indemnifying party, the indemnified party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party, the cost of which shall be subject to indemnification under this Article 30. 30.4.2 Should any indemnified party be entitled to indemnification under this Article 30 and should the indemnifying party fail to assume the defense of such Third-Party Claim at its sole cost and expense or (ii) object to the claim of indemnification for such Third-Party Claim setting forth the grounds for its objection. Any objection shall be resolved in accordance with the provisions of Article VII. If the Indemnifying Party does not within such thirty (30) day period give the Indemnified Party such notice, then the Indemnifying Party shall be deemed to have acknowledged its liability for such Third-Party Claim. (b) Any defense of a Third-Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted by counsel employed by the Indemnifying Party and reasonably satisfactory to HNC (in the case of HNC Indemnitees) or action, Retek (in the indemnified party may, case of Retek Indemnitees). The Indemnified Party shall have the right to participate in such proceedings and to be represented by counsel of its own choosing at the expense Indemnified Party's sole cost and expense; provided that if the defendants or parties against which relief is sought in any such claim include both the Indemnifying Party and one or more Indemnified Parties and, in the reasonable judgment of HNC (in the indemnifying party contest case of HNC Indemnitees) or Retek (orin the case of Retek Indemnitees), with the prior consent an actual or potential conflict of the indemnifying party, settle) interest between such Indemnified Parties and such Indemnifying Party exists in respect of such claim or action. No indemnifying party shallwith regard to a defense thereto, such Indemnified Parties shall have the right to employ one firm of counsel selected by HNC (for HNC Indemnitees) or Retek (for Retek Indemnitees) and in that event the reasonable fees and expenses of such separate counsel (but not more than one separate counsel reasonably satisfactory to the Indemnifying Party) shall be paid by such Indemnifying Party. (c) If the Indemnifying Party assumes the defense of a Third-Party Claim, then the Indemnifying Party may settle or compromise the claim without the prior written consent of the indemnified partyIndemnified Party; provided that without the prior written consent of HNC (in the case of HNC Indemnitees) and Retek (in the case of Retek Indemnitees), effect the Indemnifying Party may not agree to any such settlement unless as a condition to such settlement the Indemnified Party receives a written release from any and all liability relating to such Third-Party Claim and such settlement or compromise does not include any remedy or relief to be applied to or against the Indemnified Party or its assets, properties or business, other than monetary damages for which the Indemnifying Party shall be fully responsible hereunder and which the Indemnifying Party pays upon execution of the settlement. (d) If the Indemnifying Party does not assume the defense of a Third-Party Claim for which it has acknowledged liability for indemnification under this Article IV, HNC (in the case of HNC Indemnitees) and Retek (in the case of Retek Indemnitees) may pursue the defense of such Third-Party Claim and choose one firm of counsel in connection therewith. The Indemnifying Party is required to reimburse HNC or Retek, as the case may be, on a current basis for its reasonable expenses of investigation, reasonable attorney's fees and reasonable out-of-pocket expenses as incurred by HNC (in the case of HNC Indemnitees) and Retek (in the case of Retek Indemnitees) in defending against such Third-Party Claim and the Indemnifying Party shall be bound by the result obtained with respect to such Third-Party Claim with respect to such Indemnifying Party's indemnification obligations under this Article IV, provided that the Indemnifying Party shall not be liable for any settlement effected without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned. (e) The Indemnifying Party shall pay to the Indemnified Party in cash the amount for which the Indemnified Party is entitled to be indemnified (if any) no later than the later of (i) the date on which the Indemnified Party makes any pending payment in satisfaction (partial or threatened action in respect otherwise) of the Third-Party Claim or (ii) the date on which any indemnified party is such Indemnifying Party's objection, if any, to its responsibility for indemnification under this Article IV has been resolved pursuant to the provisions of Article VII or could have been by settlement or compromise or the final nonappealable judgment of a party and indemnity could have been sought hereunder by such indemnified party unless such settlement includes an unconditional release court of such indemnified party from all liability on any claims that are the subject matter of such a pending or threatened actioncompetent jurisdiction.

Notice and Defense. 30.4.1 Subject to OF THIRD-PARTY CLAIMS. Promptly following the foregoing provisions earlier of this Article 30, within fifteen (15i) days of receipt by an indemnified party under this Article 30 of notice of the commencement by a third party of any action, such indemnified Action against or otherwise involving any Indemnified Party or (ii) receipt of information from a third party will, if alleging the existence of a claim against an Indemnified Party, in either case, with respect thereof is to which indemnification may be made against sought pursuant to this Agreement (a "THIRD-PARTY CLAIM"), the indemnifying party under Section 30.1 or Section 30.1.4 above, provide Notice to Indemnified Party shall give the indemnifying party of the commencement Indemnifying Party written notice thereof. The indemnifying party failure of the Indemnified Party to give notice as provided in this Section 4.06 shall have no liability not relieve the Indemnifying Party of its obligations under this Article 30 for any claim or action for which the indemnified party has admitted any liability or which such Notice is not provided Agreement, except to the extent that the Indemnifying Party is prejudiced by such failure to give Notice actually and materially prejudices notice. Within 15 days after receipt of such notice, the indemnifying party’s ability to defend against such claim. In case any such action is brought against any indemnified party and it provides Notice Indemnifying Party may (i) by giving written notice thereof to the indemnifying party of the commencement thereofIndemnified Party, the indemnifying party shall assume on behalf of acknowledge liability for such indemnified party, indemnification claim and conduct with due diligence and in good faith, the defense of any such action against such person, whether or not the indemnifying party is joined therein; provided, however, that, without relieving the indemnifying party of its obligations hereunder, the indemnified party may elect to participate, at its expense, in the defense of any such suit. The indemnifying party shall have the right to assume the defense of any such claim or action with counsel designated by the indemnifying party and reasonably satisfactory to the indemnified party, provided, however, that if the defendants in any such action include both indemnifying party and the indemnified party, and the indemnified party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the indemnifying party, the indemnified party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party, the cost of which shall be subject to indemnification under this Article 30. 30.4.2 Should any indemnified party be entitled to indemnification under this Article 30 and should the indemnifying party fail option elect to assume the defense of such Third-Party Claim at its sole cost and expense or (ii) object to the claim or actionfor indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 4.06; provided that if the Indemnifying Party does not within such 15-day period give the Indemnified Party written notice objecting to such indemnification claim and setting forth the grounds therefor, the indemnified party mayIndemnifying Party shall be deemed to have acknowledged its liability for such indemnification claim. If the Indemnifying Party has elected to assume the defense of a Third-Party Claim, (x) the defense shall be conducted by counsel retained by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, provided that the Indemnified Party shall have the right to participate in such proceedings and to be represented by counsel of its own choosing at the expense of Indemnified Party's sole cost and expense; and (y) the indemnifying party contest (or, with Indemnifying Party may settle or compromise the Third-Party Claim without the prior written consent of the indemnifying partyIndemnified Party so long as such settlement includes an unconditional release of the Indemnified Party from all claims that are the subject of such Third-Party Claim, settle) provided that the Indemnifying Party may not agree to any such claim settlement pursuant to which any remedy or action. No indemnifying party shallrelief, other than monetary damages for which the Indemnifying Party shall be responsible hereunder, shall be applied to or against the Indemnified Party, without the prior written consent of the indemnified partyIndemnified Party, effect which consent shall not be unreasonably withheld. If the Indemnifying -16- Party does not assume the defense of a Third-Party Claim for which it has acknowledged liability for indemnification hereunder, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorneys' fees and reasonable out-of-pocket expenses incurred in defending against such Third-Party Claim and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party shall not be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld. The Indemnifying Party shall pay to the Indemnified Party in cash the amount, if any, for which the Indemnified Party is entitled to be indemnified hereunder, plus its reasonable expenses of investigation, reasonable attorneys' fees and reasonable out-of-pocket expenses incurred in defending against such Third-Party Claim, within 15 days after such Third-Party Claim has been Finally Determined, in the case of an indemnity claim as to which the Indemnifying Party has acknowledged liability or, in the case of any pending indemnity claim as to which the Indemnifying Party has not acknowledged, or threatened action in respect of which any indemnified party is or could have has objected to, liability, within 15 days after it has been a party and indemnity could have been sought hereunder by Finally Determined that such indemnified party unless such settlement includes an unconditional release of such indemnified party from all Indemnifying Party has liability on any claims that are the subject matter of such a pending or threatened actionhereunder.

Notice and Defense. 30.4.1 Subject (a) If at any time a party entitled to indemnification hereunder (the “Indemnitee”) shall receive notice from any third party of any asserted Loss claimed to give rise to indemnification hereunder, the Indemnitee shall promptly give notice thereof (“Claims Notice”) to the foregoing provisions party obligated to provide indemnification (the “Indemnitor”) of this Article 30, within fifteen (15) days of receipt by an indemnified party under this Article 30 of notice such Loss. The Claims Notice shall set forth a brief description of the commencement of any actionLoss, such indemnified party willin reasonable detail, and, if a claim in respect thereof is to be made against known or reasonably estimable, the indemnifying party under Section 30.1 or Section 30.1.4 above, provide Notice to the indemnifying party amount of the commencement thereofLoss that has been or may be suffered by the Indemnitee. The indemnifying party failure of the Indemnitee to give a Claims Notice promptly shall have no liability under this Article 30 for any claim not waive or action for which otherwise affect the indemnified party has admitted any liability or which such Notice is not provided Indemnitor’s obligations with respect thereto, except to the extent that the Indemnitor is prejudiced as a result of such failure (or to give Notice actually the extent the associated claim is barred by another provision hereof regarding any survival period). All indemnity claims by the Indemnitee shall be bona fide. Any claim for indemnification with respect to any of such matters which is not asserted by a notice given as herein provided specifically identifying the particular breach underlying such claim and materially prejudices the indemnifying party’s ability reasonable detail of facts and Losses relating thereto within the specified periods of survival may not be pursued until and unless properly made, and if regarding a representation or warranty, within the applicable survival period as set forth in Section 9.1. Thereafter, the Indemnitor shall have, at its election, the right to compromise or defend against such claim. In case any such action is brought against any indemnified party matter at the Indemnitor’s sole cost and it provides Notice to expense through counsel chosen by the indemnifying party of Indemnitor and approved by the commencement thereof, the indemnifying party Indemnitee (which approval shall assume on behalf of such indemnified party, and conduct with due diligence and in good faith, the defense of any such action against such person, whether or not the indemnifying party is joined thereinunreasonably be withheld) (“Election Notice”); provided, however, thatthat (i) Indemnitor provides evidence reasonably satisfactory to Indemnitee that Indemnitor has the financial wherewithal to satisfy and discharge the Loss in full, without relieving and (ii) any such compromise or defense shall be conducted in a manner which is reasonable and not contrary to the indemnifying party Indemnitee’s interests, and the Indemnitee shall in all events have a right to veto any such compromise or defense which is unreasonable or which would jeopardize in any material respect any assets or business of the Indemnitee or any of its obligations hereunderaffiliates or increase the potential liability of, or create a new liability for, the indemnified Indemnitee or any of its affiliates and, provided further that the Indemnitor shall in all events indemnify the Indemnitee and its affiliates against any damage resulting from the manner in which such matter is compromised or defended, including any failure to pay any such claim while such litigation is pending. If Indemnitee incurs legal fees related to a Claim, prior to giving Indemnitor a Claims Notice and prior to Indemnitor giving Indemnitee an Election Notice, Indemnitor shall not be responsible for any legal fees incurred by Indemnitee prior to an Election Notice. Notwithstanding the foregoing, if the Indemnitor receives a firm offer to settle a third party may elect Claim, and the Indemnitor desires to participateaccept such offer, the Indemnitor will give written notice to the Indemnitee to that effect. In the event that the Indemnitor does so undertake to compromise and defend a claim, the Indemnitor shall notify the Indemnitee of its intention to do so. Each party agrees in all cases to use commercially reasonable efforts to cooperate with the defending party and its counsel in the compromise of or defending of any such liabilities or claims. In addition, the nondefending party shall at all times be entitled to monitor such defense through the appointment, at its own cost and expense, in of advisory counsel of its own choosing. (b) In the defense event any Indemnitee should have an indemnity claim against any Indemnitor hereunder which does not involve a third party Claim, the Indemnitee shall transmit to the Indemnitor a Claims Notice. The Indemnitor shall have fifteen (15) business days after receipt of any such suit. The indemnifying party shall have Claims Notice in which to object in writing to the right to assume the defense of any such claim or action claims made by Indemnitee in such Claims Notice, which written objection (the “Objection Notice”) shall state, in reasonable detail, the basis for Indemnitor’s objection. In the event that Indemnitor does deliver an Objection Notice with counsel designated respect to any claim or claims made in any Claims Notice, the Indemnitor and the Indemnitee shall, within the fifteen (15) day period beginning as of the date of the receipt by Indemnitee of the indemnifying party Objection Notice, attempt in good faith to agree upon the proper resolutions of each of such claims. If the parties should so agree, a written memorandum setting forth such agreement shall be prepared and reasonably satisfactory signed by both parties. If no agreement can be reached after good faith negotiations within such fifteen day negotiating period (or such extended period as the Indemnitor and the Indemnitee shall mutually agree upon in writing), the parties may pursue their remedies at law (subject to the indemnified party, provided, however, that if the defendants in any such action include both indemnifying party terms and the indemnified party, and the indemnified party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the indemnifying party, the indemnified party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense conditions of such action on behalf of such indemnified party, the cost of which shall be subject to indemnification under this Article 30Agreement). 30.4.2 Should any indemnified party be entitled to indemnification under this Article 30 and should the indemnifying party fail to assume the defense of such claim or action, the indemnified party may, at the expense of the indemnifying party contest (or, with the prior consent of the indemnifying party, settle) such claim or action. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such a pending or threatened action.

Notice and Defense. 30.4.1 Subject to the foregoing provisions of this Article 30, within fifteen (15) days of receipt by an indemnified party under this Article 30 of notice The obligations and liabilities of the commencement of any actionSeller and the Buyer hereunder with respect to their respective indemnities pursuant to this Section, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under Section 30.1 or Section 30.1.4 above, provide Notice to the indemnifying party of the commencement thereof. The indemnifying party shall have no liability under this Article 30 for resulting from any claim or action for which other assertion of liability by third parties (hereinafter, "Third Party Claims"), shall be subject to the indemnified following terms and conditions: (i) The party has admitted seeking indemnification hereunder (the "Indemnified Party") shall give written notice of any liability or which such Notice Third Party Claim to the party from whom indemnification is sought hereunder (the "Indemnifying Party") within a reasonable time after the Indemnified Party receives notice thereof; provided however, the failure to give such notice timely shall not provided affect the Indemnifying Party's obligations hereunder except to the extent that such failure to give Notice actually and materially prejudices the indemnifying party’s Indemnifying Party's ability to defend against such claim. In case any such action is brought against any indemnified party and it provides Notice to the indemnifying party of the commencement thereof, the indemnifying party shall assume on behalf of such indemnified party, and conduct with due diligence and in good faith, the defense of any such action against such person, whether or not the indemnifying party is joined therein; provided, however, that, without relieving the indemnifying party of its obligations hereunder, the indemnified party may elect to participate, at its expense, in the defense of any such suit. Third Party Claim. (ii) The indemnifying party Indemnifying Party shall have the right to assume undertake, with counsel and other representatives of its own choosing and reasonably acceptable to the Indemnified Party, the defense or settlement of any such claim or action Third Party Claim. The Indemnified Party shall have the right in such circumstances to participate in such defense with its own counsel designated at its own cost, but if the use of counsel by the indemnifying party and Indemnifying Party to defend such claim could reasonably satisfactory be expected to the indemnified party, provided, however, that if the defendants in any such action include both indemnifying party and the indemnified party, and the indemnified party shall have reasonably concluded that there may be legal defenses available give rise to it which are different from or additional to those available to the indemnifying partya conflict of interest, the indemnified party employment of separate counsel by the Indemnified Party shall be at the expense of the Indemnifying Party. (iii) In the event that the Indemnifying Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in undertake the defense of any Third Party Claim, but shall fail to notify the Indemnified Party within ten (10) days of receipt of the notice that it has elected to undertake such action on behalf defense or settlement, or if at any time the Indemnifying Party shall otherwise fail to diligently defend or pursue settlement of such indemnified partyclaim, then the Indemnified Party shall have the right to undertake the defense, compromise or settlement of such claim, with counsel reasonably acceptable to the Indemnifying Party, and at the cost of which shall be subject to indemnification under this Article 30the Indemnifying Party. 30.4.2 Should (iv) Neither party shall compromise or settle any indemnified party be entitled Third Party Claim or consent to indemnification under this Article 30 and should the indemnifying party fail entry of any judgment with respect to assume the defense of such claim or action, the indemnified party may, at the expense of the indemnifying party contest (or, with the prior consent of the indemnifying party, settle) such claim or action. No indemnifying party shallany Third Party Claim, without the prior written consent of the indemnified other party, effect any settlement of any pending which consent shall not be unreasonably withheld or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless delayed. Any such settlement includes shall include as an unconditional term thereof a complete release of such indemnified party the Indemnified Party and its officers, directors, employees, agents and affiliates from all liability on with respect to such claim. In the event the Indemnifying Party submits to the Indemnified Party a bona fide settlement offer from the third party claimant with respect to any claims that are Third Party Claim, and the subject matter Indemnified Party refuses to consent to such settlement, then thereafter the Indemnifying Party's liability with respect to such Third Party Claim shall not exceed the settlement amount included in such settlement offer, and the Indemnified Party shall either assume the defense of such a pending Third Party Claim at the Indemnified Party's cost or threatened actionpay the Indemnifying Party's attorneys fees and out of pocket costs and expenses incurred thereafter in continuing the defense of such claim. Regardless of which party is conducting the defense of any such Third Party Claim, the other party, with counsel or other representatives of its own choosing, shall have the right to consult with the party conducting the defense of such claim and its counsel or other representatives concerning such claim and the Indemnifying Party and the Indemnified Party and their respective counsel or other representatives shall cooperate with respect to such claim, and the party conducting the defense of any such claim and its counsel shall in any case keep the other party and its counsel (if any) fully informed as to the status of any claim and any matters relating thereto. Each Party shall provide to the other party such records, books, documents and other materials as shall reasonably be necessary for such party to conduct or evaluate the defense of any Third Party Claim.

Notice and Defense. 30.4.1 Subject The Party or Parties seeking to be indemnified (collectively, the “Indemnified Party”) shall give the Party or Parties from whom indemnification is sought (collectively, the “Indemnifying Party”) written notice delivered within thirty (30) calendar days (but in no event later than 10 business days prior to the foregoing provisions date a response is due) after the receipt of this Article 30, within fifteen (15) days of receipt by an indemnified party under this Article 30 of service or other notice of the commencement of any actionsuit, action or arbitration proceeding of the Indemnification Claim setting forth specifically the obligation with respect to which the Indemnification Claim is made, the facts giving rise to and the alleged basis of such indemnified party willIndemnification Claim and, if a claim in respect thereof is to known or reasonably ascertainable, the amount of the liability asserted or which may be made asserted by reason hereof. In the event of the assertion of an Indemnification Claim against the indemnifying party under Section 30.1 Indemnifying Party which may give rise to a right of indemnity, the Indemnified Party shall allow the Indemnifying Party to, and the Indemnifying Party shall, at its expense, defend against, compromise or Section 30.1.4 above, provide Notice to the indemnifying party settle such Indemnification Claim with counsel of the commencement thereofIndemnifying Party’s selection and which shall be reasonably accepted by the Indemnified Party. The indemnifying party shall have no liability As a condition precedent of the Indemnifying Party’s obligation under this Article 30 for any claim or action for which 9, the indemnified party has admitted any liability or which such Notice is not provided Indemnified Party shall make available to the extent that such failure to give Notice actually Indemnifying Party or its representatives any required power of attorney, all records and materially prejudices other materials required by them and in the indemnifying party’s ability to defend against such claim. In case any such action is brought against any indemnified party and it provides Notice to possession or under the indemnifying party control of the commencement thereofIndemnified Party and access to such employees, as the indemnifying party shall assume on behalf Indemnifying Party may reasonably request, for the use of such indemnified partythe Indemnifying Party and its representatives in defending the Indemnification Claim, and conduct with due diligence shall in other respects give reasonable cooperation in such defense. So long as the Indemnifying Party is defending the Indemnification Claim actively and in good faith, the defense of any such action against such person, whether or Indemnified Party shall not settle the indemnifying party is joined therein; provided, however, that, without relieving the indemnifying party of its obligations hereunder, the indemnified party may elect to participate, at its expense, in the defense of any such suit. The indemnifying party shall have the right to assume the defense of any such claim or action with counsel designated by the indemnifying party and reasonably satisfactory to the indemnified party, provided, however, that if the defendants in any such action include both indemnifying party and the indemnified party, and the indemnified party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the indemnifying party, the indemnified party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party, the cost of which shall be subject to indemnification under this Article 30Indemnification Claim. 30.4.2 Should any indemnified party be entitled to indemnification under this Article 30 and should the indemnifying party fail to assume the defense of such claim or action, the indemnified party may, at the expense of the indemnifying party contest (or, with the prior consent of the indemnifying party, settle) such claim or action. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such a pending or threatened action.

Notice and Defense. 30.4.1 Subject If a Buyer Indemnified Party or Seller Indemnified Party seeking indemnification ("Indemnified Party") desires to the foregoing provisions of this Article 30, within fifteen make a claim against a party for indemnification (15"Indemnifying Party") days of receipt by an indemnified party under this Article 30 13 (or, in the case of notice a Buyer Indemnified Party, to have Losses in respect of a matter included for purposes of determining whether the commencement of any actionThreshold Amount has been met or exceeded), such indemnified party the Indemnified Party will, if within thirty (30) days after the Indemnified Party becomes aware of a claim by notice or knowledge, notify the Indemnifying Party in respect thereof is to be made against the indemnifying party under Section 30.1 or Section 30.1.4 above, provide Notice to the indemnifying party writing of the commencement thereof. The indemnifying party shall have no liability under this Article 30 for any claim or action for demand as to which the indemnified party has admitted Indemnified Party is entitled to claim indemnification (or, in the case of a Buyer Indemnified Party, of any liability claim or demand which the Buyer Indemnified Party intends to credit against the Threshold Amount), the section under this Agreement with respect to which such Notice claim is not provided being made and, to the extent that such failure to give Notice actually known, the amount and materially prejudices the indemnifying party’s ability to defend against circumstances surrounding such claim. In case the event the claim is a third party claim against an Indemnified Party or involves a claim by or liability involving a Governmental Entity, the Indemnifying Party shall have the right to employ counsel of its choice to defend any such action is brought against any indemnified party and it provides Notice to the indemnifying party of the commencement thereof, the indemnifying party shall assume on behalf of such indemnified party, and conduct with due diligence and in good faith, the defense of any such action against such person, whether claim or not the indemnifying party is joined thereindemand; provided, however, that, without relieving that (i) the indemnifying party Indemnified Party is kept informed of its obligations hereunder, all developments and is furnished copies of all relevant papers; (ii) the indemnified party may elect Indemnifying Party diligently prosecutes the defense; and (iii) the Indemnified Party shall have the right to participate, at its expenseown expense and through counsel selected by it, in the defense of any such suitclaim. If the conditions of the foregoing provisos are not met, if the positions of the Indemnified Party and the Indemnifying Party under the claim or demand are in conflict, or if the Indemnifying Party chooses not to control the defense, the Indemnified Party shall assume and control the defense of such third party claim or suit at the expense of the Indemnifying Party. The indemnifying party Indemnifying Party, or, if the conditions to the foregoing provisos are not met, the Indemnified Party, shall have the right to assume the defense of pay, compromise or settle any such third party claim or action with counsel designated by the indemnifying party and reasonably satisfactory to the indemnified party, provided, however, that if the defendants in any such action include both indemnifying party and the indemnified party, and the indemnified party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the indemnifying party, the indemnified party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party, the cost of which shall be subject to indemnification under this Article 30. 30.4.2 Should any indemnified party be entitled to indemnification under this Article 30 and should the indemnifying party fail to assume the defense of such claim or action, the indemnified party may, at the expense of the indemnifying party contest (or, with the prior consent of the indemnifying partyIndemnifying Party, settle) such claim or action. No indemnifying party shall, without the prior written which consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such a pending or threatened actionwill not be unreasonably withheld.

Notice and Defense. 30.4.1 Subject Each party entitled to indemnification under this Section 9.2 (the "Indemnified Party") shall give notice to the foregoing provisions of this Article 30, within fifteen party required to provide indemnification (15the "Indemnifying Party") days of receipt by an indemnified party under this Article 30 of notice of the commencement promptly after such Indemnified Party has actual knowledge of any action, such indemnified party will, if a claim in respect thereof is as to which indemnity may be made against the indemnifying party under Section 30.1 or Section 30.1.4 above, provide Notice to the indemnifying party of the commencement thereof. The indemnifying party shall have no liability under this Article 30 for any claim or action for which the indemnified party has admitted any liability or which such Notice is not provided to the extent that such failure to give Notice actually and materially prejudices the indemnifying party’s ability to defend against such claim. In case any such action is brought against any indemnified party and it provides Notice to the indemnifying party of the commencement thereof, the indemnifying party shall assume on behalf of such indemnified partysought, and conduct with due diligence and in good faith, shall permit the defense of any such action against such person, whether or not the indemnifying party is joined therein; provided, however, that, without relieving the indemnifying party of its obligations hereunder, the indemnified party may elect to participate, at its expense, in the defense of any such suit. The indemnifying party shall have the right Indemnifying Party to assume the defense of any such claim or action with any litigation resulting therefrom, provided that counsel designated by for the indemnifying party and reasonably satisfactory to the indemnified partyIndemnifying Party, provided, however, that if the defendants in any such action include both indemnifying party and the indemnified party, and the indemnified party who shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the indemnifying party, the indemnified party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party, the cost of which shall be subject to indemnification under this Article 30. 30.4.2 Should any indemnified party be entitled to indemnification under this Article 30 and should the indemnifying party fail to assume conduct the defense of such claim or actionlitigation, shall be approved by the indemnified party mayIndemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense, and provided further that the expense failure of any Indemnified Party to give notice as provided herein shall not relieve the indemnifying party contest (orIndemnifying Party of its obligations under this Agreement unless the failure to give such notice is materially prejudicial to an Indemnifying Party's ability to defend such action and provided further, with that the prior consent Indemnifying Party shall not assume the defense for matters as to which there is a conflict of interest or there are separate and different defenses. No Indemnifying Party, in the indemnifying party, settle) defense of any such claim or action. No indemnifying party litigation, shall, without except with the prior written consent of the indemnified partyeach Indemnified Party (whose consent shall not be unreasonably withheld), effect consent to entry of any judgment or enter into any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement includes does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release of such indemnified party from all liability in respect to such claim or litigation. Notwithstanding the foregoing, to the extent that the provisions on any claims that indemnification and contribution contained in the underwriting agreement entered into in connection with the underwritten public offering are in conflict with the subject matter of such a pending or threatened actionforegoing provisions, the provisions in the underwriting agreement shall control.

Notice and Defense. 30.4.1 Subject (a) If at any time a party entitled to indemnification hereunder (the “Indemnitee”) shall receive notice from any third party of any asserted Loss claimed to give rise to indemnification hereunder, the Indemnitee shall promptly give notice thereof (“Claims Notice”) to the foregoing provisions party obligated to provide indemnification (the “Indemnitor”) of this Article 30, within fifteen (15) days of receipt by an indemnified party under this Article 30 of notice such Loss. The Claims Notice shall set forth a brief description of the commencement of any actionLoss, such indemnified party willin reasonable detail, and, if a claim in respect thereof is to be made against known or reasonably estimable, the indemnifying party under Section 30.1 or Section 30.1.4 above, provide Notice to the indemnifying party amount of the commencement thereofLoss that has been or may be suffered by the Indemnitee. The indemnifying party failure of the Indemnitee to give a Claims Notice promptly shall have no liability under this Article 30 for any claim not waive or action for which otherwise affect the indemnified party has admitted any liability or which such Notice is not provided Indemnitor’s obligations with respect thereto, except to the extent that the Indemnitor is prejudiced as a result of such failure (or to give Notice actually the extent the associated claim is barred by another provision hereof regarding any survival period). All indemnity claims by the Indemnitee shall be bona fide. Any claim for indemnification with respect to any of such matters which is not asserted by a notice given as herein provided specifically identifying the particular breach underlying such claim and materially prejudices the indemnifying party’s ability reasonable detail of facts and Losses relating thereto within the specified periods of survival may not be pursued until and unless properly made, and if regarding a representation or warranty, within the applicable survival period as set forth in Section 6.1. Thereafter, the Indemnitor shall have, at its election, the right to compromise or defend against such claim. In case any such action is brought against any indemnified party matter at the Indemnitor’s sole cost and it provides Notice to expense through counsel chosen by the indemnifying party of Indemnitor and approved by the commencement thereof, the indemnifying party Indemnitee (which approval shall assume on behalf of such indemnified party, and conduct with due diligence and in good faith, the defense of any such action against such person, whether or not the indemnifying party is joined thereinunreasonably be withheld); provided, however, thatthat (i) Indemnitor provides evidence reasonably satisfactory to Indemnitee that Indemnitor has the financial wherewithal to satisfy and discharge the Loss in full, without relieving and (ii) any such compromise or defense shall be conducted in a manner which is reasonable and not contrary to the indemnifying party Indemnitee’s interests, and the Indemnitee shall in all events have a right to veto any such compromise or defense which is unreasonable or which would jeopardize in any material respect any assets or business of the Indemnitee or any of its obligations hereunderaffiliates or increase the potential liability of, or create a new liability for, the indemnified Indemnitee or any of its affiliates and, provided further that the Indemnitor shall in all events indemnify the Indemnitee and its affiliates against any damage resulting from the manner in which such matter is compromised or defended, including any failure to pay any such claim while such litigation is pending. Notwithstanding the foregoing, if the Indemnitor receives a firm offer to settle a third-party may elect Claim, and the Indemnitor desires to participateaccept such offer, the Indemnitor will give written notice to the Indemnitee to that effect. In the event that the Indemnitor does so undertake to compromise and defend a claim, the Indemnitor shall notify the Indemnitee of its intention to do so. Each party agrees in all cases to use commercially reasonable efforts to cooperate with the defending party and its counsel in the compromise of or defending of any such liabilities or claims. In addition, the nondefending party shall at all times be entitled to monitor such defense through the appointment, at its own cost and expense, in of advisory counsel of its own choosing. (b) In the defense event any Indemnitee should have an indemnity claim against any Indemnitor hereunder which does not involve a third-party Claim, the Indemnitee shall transmit to the Indemnitor a Claims Notice. The Indemnitor shall have fifteen (15) business days after receipt of any such suit. The indemnifying party shall have Claims Notice in which to object in writing to the right to assume the defense of any such claim or action claims made by Indemnitee in such Claims Notice, which written objection (the “Objection Notice”) shall state, in reasonable detail, the basis for Indemnitor’s objection. In the event that Indemnitor does deliver an Objection Notice with counsel designated respect to any claim or claims made in any Claims Notice, the Indemnitor and the Indemnitee shall, within the fifteen (15) day period beginning as of the date of the receipt by Indemnitee of the indemnifying party Objection Notice, attempt in good faith to agree upon the proper resolutions of each of such claims. If the parties should so agree, a written memorandum setting forth such agreement shall be prepared and reasonably satisfactory signed by both parties. If no agreement can be reached after good faith negotiations within such 15-day negotiating period (or such extended period as the Indemnitor and the Indemnitee shall mutually agree upon in writing), the parties may pursue their remedies at law (subject to the indemnified party, provided, however, that if the defendants in any such action include both indemnifying party terms and the indemnified party, and the indemnified party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the indemnifying party, the indemnified party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense conditions of such action on behalf of such indemnified party, the cost of which shall be subject to indemnification under this Article 30Agreement). 30.4.2 Should any indemnified party be entitled to indemnification under this Article 30 and should the indemnifying party fail to assume the defense of such claim or action, the indemnified party may, at the expense of the indemnifying party contest (or, with the prior consent of the indemnifying party, settle) such claim or action. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such a pending or threatened action.

Notice and Defense. 30.4.1 Subject 8.4.1. The party seeking indemnification under this Section 8 (the "Indemnified Party") must give written notice of any such Claim ----------------- ("Notice"), setting forth with reasonable particularity the basis for ------ determining that a Claim exists, to each party from whom indemnification is sought under this Section 8 (the "Indemnifying ------------ Party") within a reasonable time after the Indemnified Party receives ----- notice thereof and, in any event, not later than the date specified in Section 9; provided, however, that so long as said notice is provided prior to the foregoing provisions date specified in Section 9 the failure of the Indemnified Party to give prompt Notice to the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder unless, and then only to the extent that, such failure caused the damages for which the Indemnifying Party is obligated to be greater than they would have been had the Indemnified Party given prompt Notice to the Indemnifying Party hereunder. 8.4.2. Except as otherwise set forth in this Article 30Section 8.4, the Indemnifying Party shall have the right to undertake, by counsel or other representatives of its own choosing (reasonably acceptable to the Indemnified Party), the defense, compromise or settlement of any Claim asserted by third parties; provided, however, in the event that -------- ------- the amount of any Claim asserted by a third party exceeds or is reasonably likely to exceed the aggregate amount to which the Indemnified Party is entitled to indemnification hereunder, the Indemnifying Party shall not be entitled to assume the defense, compromise or settlement of such Claim as provided by this Section 8.4.2, but shall be entitled to be represented by counsel of its own choosing and at its sole cost and expense, and shall be permitted to consult with the Indemnified Party and their respective counsel and to cooperate in the defense of such Claim. 8.4.3. In the event that the Indemnifying Party shall fail to notify the Indemnified Party within fifteen (15) days of after receipt by an indemnified party under this Article 30 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party Notice under Section 30.1 8.4.1 that the Indemnifying Party has elected to undertake such defense or Section 30.1.4 abovesettlement, provide Notice or if at any time the Indemnifying Party shall fail to the indemnifying party of the commencement thereof. The indemnifying party shall have no liability under this Article 30 for any claim or action for which the indemnified party has admitted any liability or which such Notice is not provided to the extent that such failure to give Notice actually diligently and materially prejudices the indemnifying party’s ability vigorously act to defend against or pursue settlement of such claim. In case any such action is brought against any indemnified party and it provides Notice to the indemnifying party of the commencement thereofClaim, the indemnifying party Indemnified Party may elect, but shall assume not be obligated, to undertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, on behalf of and at the expense and for the account and risk of the Indemnifying Party. 8.4.4. Anything in this Section 8.4 to the contrary notwithstanding: (i) the Indemnifying Party shall not, without the Indemnified Party's written consent, which consent shall not be unreasonably withheld, settle or compromise any Claim or consent to entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such indemnified party, and conduct with due diligence and Claim or which imposes any form of equitable relief against the Company; (ii) in good faiththe event that the Indemnifying Party undertakes the defense or settlement of any Claim, the defense of any such action against such personIndemnified Party, whether by counsel or not the indemnifying party is joined therein; provided, however, that, without relieving the indemnifying party other representative of its obligations hereunder, the indemnified party may elect to participate, own choosing and at its sole cost and expense, in the defense of any such suit. The indemnifying party shall have the right to assume consult with the defense Indemnifying Party and its counsel or other representatives concerning such Claim and the Indemnifying Party and the Indemnified Party and their respective counsel or other representatives shall cooperate with respect to such Claim; and (iii) the Indemnifying Party and its counsel shall in any case keep the Indemnified Party and its counsel, if any, fully informed as to the status of any such claim or action with counsel designated by the indemnifying party Claim and reasonably satisfactory any matters relating thereto. The Indemnified Party shall provide to the indemnified partyIndemnifying Party such records, providedbooks, however, that if documents and other. materials as shall be in the defendants in any possession of the Indemnified Party and shall reasonably be necessary for the Indemnifying Party to conduct such action include both indemnifying party and the indemnified partydefense or to determine whether it will undertake such defense, and the indemnified party shall have reasonably concluded that there may be legal defenses available will generally cooperate with respect to it which are different from or additional to those available to the indemnifying party, the indemnified party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party, the cost of which shall be subject to indemnification under this Article 30any matters relating thereto. 30.4.2 Should any indemnified party be entitled to indemnification under this Article 30 and should the indemnifying party fail to assume the defense of such claim or action, the indemnified party may, at the expense of the indemnifying party contest (or, with the prior consent of the indemnifying party, settle) such claim or action. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such a pending or threatened action.

Notice and Defense. 30.4.1 Subject The Person or Persons seeking to be indemnified (collectively, the foregoing provisions “Indemnified Party”) shall provide the Party or Parties from whom indemnification is sought (collectively, the “Indemnifying Party”) with written notice of this Article 30, within fifteen (15) days the Third Party Claim promptly after its receipt of receipt by an indemnified party service or other notice in respect thereof. Failure to provide notice of the Third Party Claim shall not affect the Indemnifying Party’s duties or obligations under this Article 30 of notice of the commencement of any action6, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under Section 30.1 or Section 30.1.4 above, provide Notice to the indemnifying party of the commencement thereof. The indemnifying party shall have no liability under this Article 30 for any claim or action for which the indemnified party has admitted any liability or which such Notice is not provided except to the extent the Indemnifying Party is prejudiced thereby. The Indemnifying Party may undertake and control the defense of the Third Party Claim, by representatives chosen by it, if the Indemnifying Party admits that such failure to give Notice actually and materially prejudices the indemnifying party’s ability to defend against such claim. In case any such action is brought against any indemnified party and it provides Notice has an indemnification obligation hereunder with respect to the indemnifying party Third Party Claim, in which case such assumption shall constitute the Indemnifying Party’s undertaking to pay directly all costs, expenses, damages, judgments, awards, penalties, assessments and other Liabilities incurred in connection therewith. With the prior written consent of the commencement thereofIndemnified Party, the indemnifying party Indemnifying Party may undertake the defense of the Third Party Claim without admitting that it has an indemnification obligation hereunder. If the Indemnifying Party assumes the defense of the Third Party Claim in accordance with this Section 6.3(a), the Indemnified Party nonetheless shall assume on behalf have the right to participate in the defense of such indemnified partythe Third Party Claim and to employ counsel, and conduct with due diligence at its own expense, separate from the counsel employed by the Indemnifying Party. So long as the Indemnifying Party is defending the Third Party Claim actively and in good faith, the defense of any such action against such person, whether or Indemnified Party shall not settle the indemnifying party is joined therein; provided, however, that, without relieving the indemnifying party of its obligations hereunder, the indemnified party may elect to participate, at its expense, in the defense of any such suit. The indemnifying party shall have the right to assume the defense of any such claim or action with counsel designated by the indemnifying party and reasonably satisfactory to the indemnified party, provided, however, that if the defendants in any such action include both indemnifying party and the indemnified party, and the indemnified party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the indemnifying party, the indemnified party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party, the cost of which shall be subject to indemnification under this Article 30. 30.4.2 Should any indemnified party be entitled to indemnification under this Article 30 and should the indemnifying party fail to assume the defense of such claim or action, the indemnified party may, at the expense of the indemnifying party contest (or, with the prior consent of the indemnifying party, settle) such claim or action. No indemnifying party shall, Third Party Claim without the prior written consent of the indemnified Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed). The Indemnifying Party and the Indemnified Party shall make available to the other or its representatives all records and other materials reasonably required, and in the possession or under the control of such party, effect any settlement for the use of any pending or threatened action the other and its representatives in respect of which any indemnified party is or could have been a party defending the Third Party Claim and indemnity could have been sought hereunder by shall in other respects give reasonable cooperation in such indemnified party unless such settlement includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such a pending or threatened actiondefense.

Notice and Defense. 30.4.1 Subject If at any time a party entitled to indemnification hereunder (the "Indemnitee") shall receive notice of any asserted losses, liabilities or damages claimed to give rise to indemnification hereunder, the Indemnitee shall promptly give notice thereof (a "Claims Notice") to the foregoing provisions of this Article 30, within fifteen party obligated to provide indemnification (15the "Indemnitor") days of receipt by an indemnified party under this Article 30 of notice therefor. The Claims Notice shall set forth a brief description of the commencement of any actionfacts and circumstances giving rise to such claim for indemnification, such indemnified party willand, if a claim in respect thereof is to be made against known, the indemnifying party under Section 30.1 or Section 30.1.4 above, provide Notice to the indemnifying party amount of the commencement thereoflosses, liabilities or damages that have been or may be suffered by the Indemnitee. The indemnifying party Thereafter, the Indemnitor shall have no liability under this Article 30 for any claim at its election, the right to settle or action for which the indemnified party has admitted any liability or which such Notice is not provided to the extent that such failure to give Notice actually and materially prejudices the indemnifying party’s ability to defend against such claim. In case any such action is brought against any indemnified party matter at the Indemnitor's sole cost and it provides Notice to expense through counsel chosen by the indemnifying party of Indemnitor and approved by the commencement thereof, the indemnifying party Indemnitee (which approval shall assume on behalf of such indemnified party, and conduct with due diligence and in good faith, the defense of any such action against such person, whether or not the indemnifying party is joined thereinunreasonably be withheld); provided, however, that, without relieving that any such settlement or defense shall be conducted in a manner which is reasonable and not contrary to the indemnifying party Indemnitee's interests and the Indemnitee shall in all events have a right to reasonably veto any non-monetary settlement or any defense which would jeopardize in any material respect any assets or business of the Indemnitee or any of its obligations hereunderaffiliates or increase the potential liability of, or create a new liability for, the indemnified party may elect Indemnitee or any of its affiliates and provided further that the Indemnitor shall in all events indemnify the Indemnitee and its affiliates against any damage resulting from the manner in which such matter is settled or defended including any failure to participate, at its expense, in the defense of pay any such suitclaim which such litigation is pending. The indemnifying party If the Indemnitee unreasonably vetoes any settlement or defense, the Indemnitee shall be deemed to have waived any right against the Indemnitor with respect to such matter. In the event that the Indemnitor does so undertake to settle and defend a claim, the Indemnitor shall notify the Indemnitee of its intention to do so. Even if the Indemnitor undertakes to settle or defend a claim, the Indemnitee shall have the right to assume settle any matter for which a claim for indemnification has been made hereunder upon notice to the defense Indemnitor and by waiving any right against Indemnitor with respect to such matter. Each party agrees in all cases to cooperate with the defending party and its counsel in the settlement of or defending of any such claim liabilities or action with counsel designated by claims. In addition, the indemnifying party and reasonably satisfactory to the indemnified party, provided, however, that if the defendants in any such action include both indemnifying party and the indemnified party, and the indemnified non-defending party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the indemnifying party, the indemnified party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party, the cost of which shall be subject to indemnification under this Article 30. 30.4.2 Should any indemnified party at all times be entitled to indemnification under this Article 30 and should monitor such defense through the indemnifying party fail to assume the defense of such claim or action, the indemnified party mayappointment, at the expense its own cost and expense, of the indemnifying party contest (or, with the prior consent advisory counsel of the indemnifying party, settle) such claim or action. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such a pending or threatened actionits own choosing.