Common use of Notice and Procedure Clause in Contracts

Notice and Procedure. Promptly after the Indemnified Party receives any claim or notice of the commencement of any action, administrative or legal proceeding, or investigation as to which the indemnity provided for in Sections 23.1 through 23.3 may apply, the Indemnified Party shall notify the Indemnifying Party in writing of such fact; provided, however, that the rights of the Indemnified Party shall not be forfeited by the failure to give the Indemnifying Party notice to the extent that said failure does not have a material and adverse effect on the defense of the matter. The Indemnifying Party shall assume on behalf of the Indemnified Party, and conduct with due diligence and in good faith, the defense thereof with counsel reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party shall not settle any such action or investigation unless approved by the Indemnified Party (which approval shall not be unreasonably withheld). Notwithstanding the foregoing, (a) the Indemnified Party shall have the right to be represented in any such action or investigation by advisory counsel of its own selection and at its own expense, and (b) if the Indemnified Party shall have reasonably concluded that (i) there may be legal defenses available to it that are different from, or additional to, or inconsistent with, those available to the Indemnifying Party, or (ii) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party, then, in either case, the Indemnified Party shall have the right to select separate counsel to participate in the defense of such action on its own behalf and the Indemnifying Party shall indemnify the Indemnified Party for the fees and expenses of such separate counsel. If any claim, action, proceeding or investigation arises as to which the indemnity provided for in Section 23.1, 23.2 or 23.3 applies and the Indemnifying Party fails to assume the defense of such claim, action, proceeding or investigation, then the Indemnified Party may, at the Indemnifying Party’s expense, contest or settle such claim, and the Indemnifying Party shall remain obligated to indemnify the Indemnified Party for any and all losses, damages, and liability (including, without limitation, attorneys’ fees and expenses) associated therewith. The payment of the indemnity pursuant to this Section 23.5 shall not be predicated on the Indemnified Party having made payment on any suit, action, loss, damage, claim or liability.

Notice and Procedure. Promptly Each party entitled to indemnification under this Section 10.9 (the “Indemnified Party”) shall give written notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party receives any claim or notice of the commencement of any action(whose approval shall not unreasonably be withheld), administrative or legal proceeding, or investigation as to which the indemnity provided for in Sections 23.1 through 23.3 may apply, and the Indemnified Party may participate in such defense at such party’s expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall notify not relieve the Indemnifying Party in writing of such fact; provided, however, that the rights of the Indemnified Party shall not be forfeited by its obligations under this Agreement unless the failure to give the such notice is materially prejudicial to an Indemnifying Party notice Party’s ability to the extent that said failure does not have a material defend such action and adverse effect on the defense of the matter. The Indemnifying Party shall assume on behalf of the Indemnified Party, and conduct with due diligence and in good faith, the defense thereof with counsel reasonably satisfactory to the Indemnified Party; provided, howeverprovided further, that the Indemnifying Party shall not settle 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 defense of any such action claim or investigation unless approved by litigation, shall, except with the consent of each Indemnified Party (which approval whose consent shall not be unreasonably withheld). Notwithstanding , consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the foregoing, (a) giving by the claimant or plaintiff to such Indemnified Party shall have the right of a release from all liability in respect to be represented in any such action or investigation by advisory counsel of its own selection and at its own expense, and (b) if the Indemnified Party shall have reasonably concluded that (i) there may be legal defenses available to it that are different from, or additional to, or inconsistent with, those available to the Indemnifying Party, or (ii) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party, then, in either case, the Indemnified Party shall have the right to select separate counsel to participate in the defense of such action on its own behalf and the Indemnifying Party shall indemnify the Indemnified Party for the fees and expenses of such separate counsel. If any claim, action, proceeding or investigation arises as to which the indemnity provided for in Section 23.1, 23.2 or 23.3 applies and the Indemnifying Party fails to assume the defense of such claim, action, proceeding or investigation, then the Indemnified Party may, at the Indemnifying Party’s expense, contest or settle such claim, and the Indemnifying Party shall remain obligated to indemnify the Indemnified Party for any and all losses, damages, and liability (including, without limitation, attorneys’ fees and expenses) associated therewith. The payment of the indemnity pursuant to this Section 23.5 shall not be predicated on the Indemnified Party having made payment on any suit, action, loss, damage, claim or liabilitylitigation.

Notice and Procedure. Promptly Any party that proposes to assert the right to be indemnified under this Section 7 will, promptly as reasonably practicable after receipt of notice of commencement of any action against such party in respect of which a claim is to be made against an indemnifying party or parties under this Section 7, notify each such indemnifying party of the Indemnified Party receives commencement of such action, but the obligation to notify such indemnifying party will not relieve the indemnifying party from (i) any claim liability that it might have to any indemnified party otherwise than under this Section 7, and (ii) any liability that it may have to any indemnified party under the foregoing provision of this Section 7 unless, and only to the extent that, such omission results in the forfeiture or material impairment of substantive rights or defenses by the indemnifying party. If any such action is brought against any indemnified party, and it notifies the indemnifying party of its commencement, the indemnifying party will be entitled to participate in and, to the extent that it elects by delivering written notice to the indemnified party promptly after receiving notice of the commencement of the action from the indemnified party, jointly with any actionother indemnifying party similarly notified, administrative or legal proceeding, or investigation as to which the indemnity provided for in Sections 23.1 through 23.3 may apply, the Indemnified Party shall notify the Indemnifying Party in writing of such fact; provided, however, that the rights of the Indemnified Party shall not be forfeited by the failure to give the Indemnifying Party notice to the extent that said failure does not have a material and adverse effect on assume the defense of the matter. The Indemnifying Party shall assume on behalf of the Indemnified Partyaction, and conduct with due diligence and in good faith, the defense thereof with counsel reasonably satisfactory to the Indemnified Party; providedindemnified party, howeverand after notice from the indemnifying party to the indemnified party of its election to assume the defense, that the Indemnifying Party shall indemnifying party will not settle be liable to the indemnified party for any such action legal or other expenses except as provided below and except for the reasonable costs of investigation unless approved subsequently incurred by the Indemnified Party (which approval shall not be unreasonably withheld)indemnified party in connection with the defense. Notwithstanding the foregoing, (a) the Indemnified Party shall The indemnified party will have the right to be represented employ its own counsel in any such action or investigation action, but the fees, expenses and other charges of such counsel will be at the expense of such indemnified party unless (1) the employment of counsel by advisory counsel of its own selection and at its own expensethe indemnified party has been authorized in writing by the indemnifying party, and (b2) if the Indemnified Party shall have indemnified party has reasonably concluded (based on advice of legal counsel to the indemnified party) that (i) there may be legal defenses available to it or other indemnified parties that are different from, from or additional to, or inconsistent with, in addition to those available to the Indemnifying Partyindemnifying party, or (ii3) there exists a conflict or potential conflict exists (based on advice of interest legal counsel to the indemnified party) between the Indemnifying Party indemnified party and the Indemnified Party, then, indemnifying party (in either case, which case the Indemnified Party shall indemnifying party will not have the right to select separate counsel to participate in direct the defense of such action on its own behalf and of the Indemnifying Party shall indemnify indemnified party), or (4) the Indemnified Party for the fees and expenses of such separate counsel. If any claim, action, proceeding or investigation arises as to which the indemnity provided for indemnifying party has not in Section 23.1, 23.2 or 23.3 applies and the Indemnifying Party fails fact employed counsel to assume the defense of such action within a reasonable time after receiving notice of the commencement of the action, in each of which cases the reasonable fees, disbursements and other charges of counsel will be at the expense of the indemnifying party or parties. It is understood that the indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one separate firm admitted to practice in such jurisdiction at any one time for all such indemnified party or parties. All such fees, disbursements and other charges will be reimbursed by the indemnifying party promptly after the indemnifying party receives a written invoice relating to fees, disbursements and other charges in reasonable detail. An indemnifying party will not, in any event, be liable for any settlement of any action or claim effected without its written consent. Notwithstanding the foregoing sentence, if an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel for which it is entitled to be reimbursed under this Section 7, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by this Section 7(c) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into, and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, actionaction or proceeding relating to the matters contemplated by this Section 7 (whether or not any indemnified party is a party thereto), unless such settlement, compromise or consent (x) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or investigation, then the Indemnified Party may, at the Indemnifying Party’s expense, contest or settle such claim, and the Indemnifying Party shall remain obligated (y) does not include a statement as to indemnify the Indemnified Party for or an admission of fault, culpability or a failure to act by or on behalf of any and all losses, damages, and liability (including, without limitation, attorneys’ fees and expenses) associated therewith. The payment of the indemnity pursuant to this Section 23.5 shall not be predicated on the Indemnified Party having made payment on any suit, action, loss, damage, claim or liabilityindemnified party.

Notice and Procedure. Promptly Each party entitled to indemnification under this Section 10.9 (each, an “Indemnified Party”) shall give written notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party receives any claim or notice of the commencement of any action(whose approval shall not unreasonably be withheld), administrative or legal proceeding, or investigation as to which the indemnity provided for in Sections 23.1 through 23.3 may apply, and the Indemnified Party may participate in such defense at such party’s expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall notify not relieve the Indemnifying Party in writing of such fact; provided, however, that the rights of the Indemnified Party shall not be forfeited by its obligations under this Agreement unless the failure to give the such notice is materially prejudicial to an Indemnifying Party notice Party’s ability to the extent that said failure does not have a material defend such action and adverse effect on the defense of the matter. The Indemnifying Party shall assume on behalf of the Indemnified Party, and conduct with due diligence and in good faith, the defense thereof with counsel reasonably satisfactory to the Indemnified Party; provided, howeverprovided further, that the Indemnifying Party shall not settle 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 defense of any such action claim or investigation unless approved by litigation, shall, except with the consent of each Indemnified Party (which approval whose consent shall not be unreasonably withheld). Notwithstanding , consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the foregoing, (a) giving by the claimant or plaintiff to such Indemnified Party shall have the right of a release from all liability in respect to be represented in any such action or investigation by advisory counsel of its own selection and at its own expense, and (b) if the Indemnified Party shall have reasonably concluded that (i) there may be legal defenses available to it that are different from, or additional to, or inconsistent with, those available to the Indemnifying Party, or (ii) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party, then, in either case, the Indemnified Party shall have the right to select separate counsel to participate in the defense of such action on its own behalf and the Indemnifying Party shall indemnify the Indemnified Party for the fees and expenses of such separate counsel. If any claim, action, proceeding or investigation arises as to which the indemnity provided for in Section 23.1, 23.2 or 23.3 applies and the Indemnifying Party fails to assume the defense of such claim, action, proceeding or investigation, then the Indemnified Party may, at the Indemnifying Party’s expense, contest or settle such claim, and the Indemnifying Party shall remain obligated to indemnify the Indemnified Party for any and all losses, damages, and liability (including, without limitation, attorneys’ fees and expenses) associated therewith. The payment of the indemnity pursuant to this Section 23.5 shall not be predicated on the Indemnified Party having made payment on any suit, action, loss, damage, claim or liabilitylitigation.

Notice and Procedure. Promptly Each party entitled to indemnification under this Section 8.8 (the “Indemnified Party”) shall give written notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party receives any claim or notice of the commencement of any action(whose approval shall not unreasonably be withheld), administrative or legal proceeding, or investigation as to which the indemnity provided for in Sections 23.1 through 23.3 may apply, and the Indemnified Party may participate in such defense at such party’s expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall notify not relieve the Indemnifying Party in writing of such fact; provided, however, that the rights of the Indemnified Party shall not be forfeited by its obligations under this Agreement unless the failure to give the such notice is materially prejudicial to an Indemnifying Party notice Party’s ability to the extent that said failure does not have a material defend such action and adverse effect on the defense of the matter. The Indemnifying Party shall assume on behalf of the Indemnified Party, and conduct with due diligence and in good faith, the defense thereof with counsel reasonably satisfactory to the Indemnified Party; provided, howeverprovided further, that the Indemnifying Party shall not settle 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 defense of any such action claim or investigation unless approved by litigation, shall, except with the consent of each Indemnified Party (which approval whose consent shall not be unreasonably withheld). Notwithstanding , consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the foregoing, (a) giving by the claimant or plaintiff to such Indemnified Party shall have the right of a release from all liability in respect to be represented in any such action or investigation by advisory counsel of its own selection and at its own expense, and (b) if the Indemnified Party shall have reasonably concluded that (i) there may be legal defenses available to it that are different from, or additional to, or inconsistent with, those available to the Indemnifying Party, or (ii) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party, then, in either case, the Indemnified Party shall have the right to select separate counsel to participate in the defense of such action on its own behalf and the Indemnifying Party shall indemnify the Indemnified Party for the fees and expenses of such separate counsel. If any claim, action, proceeding or investigation arises as to which the indemnity provided for in Section 23.1, 23.2 or 23.3 applies and the Indemnifying Party fails to assume the defense of such claim, action, proceeding or investigation, then the Indemnified Party may, at the Indemnifying Party’s expense, contest or settle such claim, and the Indemnifying Party shall remain obligated to indemnify the Indemnified Party for any and all losses, damages, and liability (including, without limitation, attorneys’ fees and expenses) associated therewith. The payment of the indemnity pursuant to this Section 23.5 shall not be predicated on the Indemnified Party having made payment on any suit, action, loss, damage, claim or liabilitylitigation.

Notice and Procedure. Promptly Each party entitled to indemnification under this Section 5.3(h) (the “Indemnified Party”) shall give written notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party receives any claim or notice of the commencement of any action(whose approval shall not unreasonably be withheld), administrative or legal proceeding, or investigation as to which the indemnity provided for in Sections 23.1 through 23.3 may apply, and the Indemnified Party may participate in such defense at such party’s expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall notify not relieve the Indemnifying Party in writing of such fact; provided, however, that the rights of the Indemnified Party shall not be forfeited by its obligations under this Agreement unless the failure to give the such notice is materially prejudicial to an Indemnifying Party notice Party’s ability to the extent that said failure does not have a material defend such action and adverse effect on the defense of the matter. The Indemnifying Party shall assume on behalf of the Indemnified Party, and conduct with due diligence and in good faith, the defense thereof with counsel reasonably satisfactory to the Indemnified Party; provided, howeverprovided further, that the Indemnifying Party shall not settle 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 defense of any such action claim or investigation unless approved by litigation, shall, except with the consent of each Indemnified Party (which approval whose consent shall not be unreasonably withheld). Notwithstanding , consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the foregoing, (a) giving by the claimant or plaintiff to such Indemnified Party shall have the right of a release from all liability in respect to be represented in any such action or investigation by advisory counsel of its own selection and at its own expense, and (b) if the Indemnified Party shall have reasonably concluded that (i) there may be legal defenses available to it that are different from, or additional to, or inconsistent with, those available to the Indemnifying Party, or (ii) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party, then, in either case, the Indemnified Party shall have the right to select separate counsel to participate in the defense of such action on its own behalf and the Indemnifying Party shall indemnify the Indemnified Party for the fees and expenses of such separate counsel. If any claim, action, proceeding or investigation arises as to which the indemnity provided for in Section 23.1, 23.2 or 23.3 applies and the Indemnifying Party fails to assume the defense of such claim, action, proceeding or investigation, then the Indemnified Party may, at the Indemnifying Party’s expense, contest or settle such claim, and the Indemnifying Party shall remain obligated to indemnify the Indemnified Party for any and all losses, damages, and liability (including, without limitation, attorneys’ fees and expenses) associated therewith. The payment of the indemnity pursuant to this Section 23.5 shall not be predicated on the Indemnified Party having made payment on any suit, action, loss, damage, claim or liabilitylitigation.

Notice and Procedure. Promptly Each party entitled to indemnification under this Section 10.9 (the “Indemnified Party”) shall give written notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party receives any claim or notice of the commencement of any action(whose approval shall not unreasonably be withheld), administrative or legal proceeding, or investigation as to which the indemnity provided for in Sections 23.1 through 23.3 may apply, and the Indemnified Party may participate in such defense at such party’s expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall notify not relieve the Indemnifying Party in writing of such fact; provided, however, that the rights of the Indemnified Party shall not be forfeited by its obligations under this Agreement unless the failure to give the such notice is materially prejudicial to an Indemnifying Party notice Party’s ability to the extent that said failure does not have a material defend such action and adverse effect on the defense of the matter. The Indemnifying Party shall assume on behalf of the Indemnified Party, and conduct with due diligence and in good faith, the defense thereof with counsel reasonably satisfactory to the Indemnified Party; provided, howeverfurther, that the Indemnifying Party shall not settle 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 defense of any such action claim or investigation unless approved by litigation, shall, except with the consent of each Indemnified Party (which approval whose consent shall not be unreasonably withheld). Notwithstanding , consent to entry of any judgment or enter into any settlement unless such judgment or settlement (x) includes, as an unconditional term thereof, the foregoing, (a) giving by the claimant or plaintiff to such Indemnified Party shall have the right of a release from all liability in respect to be represented in any such action claim or investigation by advisory counsel of its own selection and at its own expense, litigation; and (by) if the Indemnified Party shall have reasonably concluded that (i) there may be legal defenses available does not include any admission of fault or culpability or a failure to it that are different from, act by or additional to, or inconsistent with, those available to the Indemnifying Party, or (ii) there exists a conflict on behalf of interest between the Indemnifying Party and the such Indemnified Party, then, in either case, the Indemnified Party shall have the right to select separate counsel to participate in the defense of such action on its own behalf and the Indemnifying Party shall indemnify the Indemnified Party for the fees and expenses of such separate counsel. If any claim, action, proceeding or investigation arises as to which the indemnity provided for in Section 23.1, 23.2 or 23.3 applies and the Indemnifying Party fails to assume the defense of such claim, action, proceeding or investigation, then the Indemnified Party may, at the Indemnifying Party’s expense, contest or settle such claim, and the Indemnifying Party shall remain obligated to indemnify the Indemnified Party for any and all losses, damages, and liability (including, without limitation, attorneys’ fees and expenses) associated therewith. The payment of the indemnity pursuant to this Section 23.5 shall not be predicated on the Indemnified Party having made payment on any suit, action, loss, damage, claim or liability.

Notice and Procedure. Promptly Any party claiming indemnity hereunder (hereinafter referred to as the "INDEMNIFIED PARTY") shall give the party against whom indemnity is sought (hereinafter referred to as the "INDEMNIFYING PARTY") prompt written notice after the Indemnified Party receives obtaining knowledge of any claim or notice the existence of the commencement of any action, administrative or legal proceeding, or investigation facts as to which recovery may be sought against it in respect of which the Indemnifying Party may be liable because of the indemnity provided provisions set forth in this Section 7.07. If such claim for indemnity arises in Sections 23.1 through 23.3 may applyconnection with a legal action instituted by a third party (hereinafter a "THIRD PARTY CLAIM"), the Indemnified Party shall hereby agrees that, within five (5) business days after it is served with notice of the assertion of any Third Party Claim for which it may seek indemnity hereunder, the Indemnified Party will notify the Indemnifying Party in writing of such fact; providedThird Party Claim. The Indemnifying Party shall, however, within five (5) business days after the date that the rights of the Indemnified Party shall not be forfeited gives notice of a claim (whether a Third Party Claim or otherwise) as provided above, notify the Indemnified Party whether it accepts or contests its obligation of indemnity hereunder as claimed by the failure to give Indemnified Party. If the claim for indemnity arises in connection with a Third Party Claim and the Indemnifying Party notice accepts its indemnity obligation hereunder, the Indemnifying Party shall have the right, after conceding in writing its obligation of indemnity hereunder, to the extent that said failure does not have a material and adverse effect on conduct the defense of such action at its sole expense through counsel reasonably acceptable to the matterIndemnified Party. The Indemnified Party shall cooperate in such defense as reasonably necessary to enable the Indemnifying Party to conduct its defense, including providing the Indemnifying Party with reasonable access to such records as may be relevant to its defense. The Indemnifying Party shall assume on behalf be entitled to settle any such Third Party Claim without the prior written consent of the Indemnified Party, and conduct with due diligence and in good faith, the defense thereof with counsel reasonably satisfactory to the Indemnified Party; provided, however, Party provided that the Indemnifying Party shall not settle any such action or investigation unless approved by provides the Indemnified Party (which approval shall not be unreasonably withheld). Notwithstanding the foregoing, (a) with reasonable assurances that the Indemnified Party shall have will be fully indemnified by the right to be represented Indemnifying Party in connection with any such action or investigation by advisory counsel of Third Party Claim. The Indemnified Party shall be entitled to retain its own selection and counsel at its own expenseexpense in connection with any Third Party Claim that the Indemnifying Party has elected to defend. If the Indemnifying Party accepts its indemnity obligations hereunder in connection with a Third Party Claim but elects not to conduct the defense thereof, and (b) if the Indemnified Party may defend and/or settle such Third Party Claim and shall have reasonably concluded that (i) there may be legal defenses available entitled to it that are different frombe indemnified for the full amount of such claim and all costs and expenses, or additional toincluding attorneys' fees, or inconsistent with, those available incurred in connection therewith pursuant to this Section 7.07. If the Indemnifying Party, or (ii) there exists claim for indemnity arises in connection with a conflict of interest between Third Party Claim and the Indemnifying Party and the Indemnified Party, then, in either casecontests or does not accept its indemnity obligation hereunder, the Indemnified Party shall have the right to select separate counsel defend and/or settle such Third Party Claim and thereafter seek indemnity from the other party pursuant to participate this Section 7.07; provided, however, that the Indemnified Party shall not settle any such claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. If the claim for indemnity arises other than in the defense of such action on its own behalf connection with a Third Party Claim and the Indemnifying Party shall indemnify accepts its indemnity obligation hereunder, the Indemnifying Party shall, upon the request of the Indemnified Party, pay the full amount of such claim to the Indemnified Party for or to the fees and expenses of third party asserting such separate counselclaim as directed by the Indemnified Party. If any claim, action, proceeding or investigation the claim for indemnity arises as to which the indemnity provided for other than in Section 23.1, 23.2 or 23.3 applies connection with a Third Party Claim and the Indemnifying Party fails to assume the defense of such claimcontests its indemnity obligation hereunder, action, proceeding or investigation, then the Indemnified Party mayshall have the right to defend, at the Indemnifying Party’s expense, contest settle or settle take any other action with respect to such claim, claim and the Indemnifying Party shall remain obligated to indemnify the Indemnified Party for any and all losses, damages, and liability (including, without limitation, attorneys’ fees and expenses) associated therewith. The payment of the thereafter seek indemnity pursuant to this Section 23.5 5.07; provided, however, that the Indemnified Party shall not settle any such claim without the prior written consent of the Indemnifying Party, which consent shall not be predicated on the Indemnified Party having made payment on any suit, action, loss, damage, claim or liabilityunreasonably withheld.

Notice and Procedure. Promptly Any party claiming indemnity hereunder (hereinafter referred to as the "Indemnified Party") shall give the party against whom indemnity is sought (hereinafter referred to as the "Indemnifying Party") prompt written notice after the Indemnified Party receives obtaining knowledge of any claim or notice the existence of the commencement of any action, administrative or legal proceeding, or investigation facts as to which recovery may be sought against it in respect of which the Indemnifying Party may be liable because of the indemnity provided provisions set forth in this Section 12. If such claim for indemnity arises in Sections 23.1 through 23.3 may applyconnection with a legal action instituted by a third party (hereinafter a "Third Party Claim"), the Indemnified Party shall hereby agrees that, within ten (10) Business Days after it is served with notice of the assertion of any Third Party Claim for which it may seek indemnity hereunder, the Indemnified Party will notify the Indemnifying Party in writing of such fact; providedThird Party Claim. 12.3.1. The Indemnifying Party shall, however, within ten (10) Business Days after the date that the rights of the Indemnified Party shall not be forfeited gives notice of a claim (whether a Third Party Claim or otherwise) as provided above, notify the Indemnified Party whether it accepts or contests its obligation of indemnity hereunder as claimed by the failure to give Indemnified Party. 12.3.2. If the claim for indemnity arises in connection with a Third Party Claim and the Indemnifying Party notice accepts its indemnity obligation hereunder, the Indemnifying Party shall have the right, after conceding in writing its obligation of indemnity hereunder, to the extent that said failure does not have a material and adverse effect on conduct the defense of such action at its sole expense through counsel reasonably acceptable to the matterIndemnified Party. The Indemnified Party shall cooperate in such defense as reasonably necessary to enable the Indemnifying Party to conduct its defense, including providing the Indemnifying Party with reasonable access to such records as may be relevant to its defense. The Indemnifying Party shall assume on behalf be entitled to settle any such Third Party Claim without the prior written consent of the Indemnified Party, and conduct with due diligence and in good faith, the defense thereof with counsel reasonably satisfactory to the Indemnified Party; provided, however, Party provided that the Indemnifying Party shall not settle any such action or investigation unless approved by provides the Indemnified Party (which approval shall not be unreasonably withheld). Notwithstanding the foregoing, (a) with reasonable assurances that the Indemnified Party shall have will be fully indemnified by the right to be represented Indemnifying Party in connection with any such action or investigation by advisory counsel of Third Party Claim. The Indemnified Party shall be entitled to retain its own selection and counsel at its own expenseexpense in connection with any Third Party Claim that the Indemnifying Party has elected to defend. If the Indemnifying Party accepts its indemnity obligations hereunder in connection with a Third Party Claim but elects not to conduct the defense thereof, and (b) if the Indemnified Party may defend and/or settle such Third Party Claim and shall have reasonably concluded that (i) there may be legal defenses available entitled to it that are different frombe indemnified for the full amount of such claim and all costs and expenses, or additional toincluding attorneys' fees, or inconsistent with, those available incurred in connection therewith pursuant to this Section 12.3.2. 12.3.3. If the Indemnifying Party, or (ii) there exists claim for indemnity arises in connection with a conflict of interest between Third Party Claim and the Indemnifying Party and the Indemnified Party, then, in either casecontests or does not accept its indemnity obligation hereunder, the Indemnified Party shall have the right to select separate counsel defend and/or settle such Third Party Claim and thereafter seek indemnity from the other party pursuant to participate this Section 12.3.3, however, that the Indemnified Party shall not settle any such claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. 12.3.4. If the claim for indemnity arises other than in the defense of such action on its own behalf connection with a Third Party Claim and the Indemnifying Party shall indemnify accepts its indemnity obligation hereunder, the Indemnifying Party shall, upon the request of the Indemnified Party, pay the full amount of such claim to the Indemnified Party for or to the fees and expenses of third party asserting such separate counselclaim as directed by the Indemnified Party. If any claim, action, proceeding or investigation the claim for indemnity arises as to which the indemnity provided for other than in Section 23.1, 23.2 or 23.3 applies connection with a Third Party Claim and the Indemnifying Party fails to assume the defense of such claimcontests its indemnity obligation hereunder, action, proceeding or investigation, then the Indemnified Party mayshall have the right to defend, at the Indemnifying Party’s expense, contest settle or settle take any other action with respect to such claim, claim and the Indemnifying Party shall remain obligated to indemnify the Indemnified Party for any and all losses, damages, and liability (including, without limitation, attorneys’ fees and expenses) associated therewith. The payment of the thereafter seek indemnity pursuant to this Section 23.5 12.3.4.; provided, however, that the Indemnified Party shall not settle any such claim without the prior written consent of the Indemnifying Party, which consent shall not be predicated on the Indemnified Party having made payment on any suit, action, loss, damage, claim or liabilityunreasonably withheld.

Notice and Procedure. Promptly after the Indemnified Party receives any claim or receipt by an indemnified party under this Section 7 of notice of the commencement of any action, administrative or legal proceedingsuch indemnified party will, or investigation as if a claim in respect thereof is to which be made against the indemnity provided for in Sections 23.1 through 23.3 may applyindemnifying party under this Section 7, the Indemnified Party shall notify the Indemnifying Party indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) of this Section 7 unless and to the extent it did not otherwise learn of such factaction and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) of this Section 7. The indemnifying party shall be entitled to appoint counsel (including local counsel) of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel, other than local counsel if not appointed by the indemnifying party, retained by the indemnified party or parties except as set forth below); provided, however, that the rights of the Indemnified Party such counsel shall not be forfeited by the failure to give the Indemnifying Party notice to the extent that said failure does not have a material and adverse effect on the defense of the matter. The Indemnifying Party shall assume on behalf of the Indemnified Party, and conduct with due diligence and in good faith, the defense thereof with counsel reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party shall not settle any such action or investigation unless approved by the Indemnified Party (which approval shall not be unreasonably withheld)indemnified party. Notwithstanding the foregoingindemnifying party’s election to appoint counsel (including local counsel) to represent the indemnified party in an action, (a) the Indemnified Party indemnified party shall have the right to be represented in employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest; (ii) the actual or potential defendants in, or targets of, any such action or investigation by advisory counsel of its own selection include both the indemnified party and at its own expense, the indemnifying party and (b) if the Indemnified Party indemnified party shall have reasonably concluded that (i) there may be legal defenses available to it and/or other indemnified parties that are different from, from or additional to, or inconsistent with, to those available to the Indemnifying Party, indemnifying party; (iii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action; or (iiiv) there exists a conflict of interest between the Indemnifying Party and indemnifying party shall authorize the Indemnified Party, then, in either case, the Indemnified Party shall have the right indemnified party to select employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to participate in the defense entry of such action on its own behalf and the Indemnifying Party shall indemnify the Indemnified Party for the fees and expenses of such separate counsel. If any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or investigation arises as contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to which the indemnity provided for in Section 23.1such claim or action) unless such settlement, 23.2 compromise or 23.3 applies and the Indemnifying Party fails to assume the defense consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, proceeding suit or investigation, then the Indemnified Party may, at the Indemnifying Party’s expense, contest or settle such claim, and the Indemnifying Party shall remain obligated to indemnify the Indemnified Party for any and all losses, damages, and liability (including, without limitation, attorneys’ fees and expenses) associated therewith. The payment of the indemnity pursuant to this Section 23.5 shall not be predicated on the Indemnified Party having made payment on any suit, action, loss, damage, claim or liabilityproceeding.

Notice and Procedure. Promptly Either party claiming indemnity hereunder (hereinafter referred to as the "Indemnified Party") shall give the party against whom indemnity is sought (hereinafter referred to as the "Indemnifying Party") prompt written notice (the "Indemnification Notice") after the Indemnified Party receives obtaining knowledge of any claim or notice the existence of the commencement of any action, administrative or legal proceeding, or investigation facts as to which recovery may be sought against the Indemnifying Party because of the indemnity provided provisions set forth in this Article 9. The Indemnification Notice shall specify the basis for such indemnification claim, shall include the amount of such claim if known, and shall be supported by relevant information and documentation with respect thereto. If the Indemnifying Party does not object in Sections 23.1 through 23.3 may applywriting to such identification claim within thirty (30) business days of receiving such Indemnification Notice, the Indemnified Party shall notify be entitled to recover promptly from the Indemnifying Party in writing the amount of such fact; provided, however, that the rights of the Indemnified Party shall not be forfeited claim and no later objection by the failure to give the Indemnifying Party notice to shall be permitted. In the extent that said failure does not have a material and adverse effect on the defense of the matter. The Indemnifying Party shall assume on behalf of the Indemnified Party, and conduct with due diligence and in good faith, the defense thereof with counsel reasonably satisfactory to the Indemnified Party; provided, however, event that the Indemnifying Party shall not settle have timely objected in writing in whole or in part to any such action or investigation unless approved by the Indemnified Party (which approval shall not be unreasonably withheld). Notwithstanding the foregoingIndemnification Notice, (a) the Indemnified Party shall have the right to be represented in any such action or investigation by advisory counsel of its own selection and at its own expense, and (b) if the Indemnified Party shall have reasonably concluded that (i) there may be legal defenses available to it that are different from, or additional to, or inconsistent with, those available to the Indemnifying Party, or (ii) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party, then, Party shall privately attempt to resolve or compromise the claim. If the Indemnifying Party and the Indemnified Party shall have failed to resolve or compromise or agree to postpone resolution of the claim within a period of thirty (30) days from the date the Indemnifying Party shall have objected in either casewriting, the Indemnified Party shall have the right be free to select separate counsel to participate in the defense of such action on its own behalf and the Indemnifying Party shall indemnify the Indemnified Party for the fees and expenses of such separate counsel. If any claim, action, proceeding or investigation arises as to which the indemnity provided for in Section 23.1, 23.2 or 23.3 applies and the Indemnifying Party fails to assume the defense of such claim, action, proceeding or investigation, then the Indemnified Party may, at the Indemnifying Party’s expense, contest or settle such claim, and the Indemnifying Party shall remain obligated to indemnify the Indemnified Party for any and all losses, damages, and liability (including, without limitation, attorneys’ fees and expenses) associated therewith. The payment of the indemnity pursuant to this Section 23.5 shall not be predicated on the Indemnified Party having made payment on any suit, action, loss, damage, claim or liabilityseek a legal remedy.

Notice and Procedure. Promptly Each party entitled to indemnification under this Section ‎14.9 (each, an “Indemnified Party”) shall give written notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation shall be approved by the Indemnified Party receives any claim or notice of the commencement of any action(whose approval shall not unreasonably be withheld), administrative or legal proceeding, or investigation as to which the indemnity provided for in Sections 23.1 through 23.3 may apply, and the Indemnified Party may participate in such defense at such party’s expense, and provided, further, that the failure of any Indemnified Party to give notice as provided herein shall notify not relieve the Indemnifying Party in writing of such fact; provided, however, that the rights of the Indemnified Party shall not be forfeited by its obligations under this Agreement unless the failure to give the such notice is materially prejudicial to an Indemnifying Party notice Party’s ability to the extent that said failure does not have a material defend such action and adverse effect on the defense of the matter. The Indemnifying Party shall assume on behalf of the Indemnified Party, and conduct with due diligence and in good faith, the defense thereof with counsel reasonably satisfactory to the Indemnified Party; provided, howeverfurther, that the Indemnifying Party shall not settle any such action or investigation unless approved by assume the Indemnified Party (defense for matters as to which approval shall not be unreasonably withheld). Notwithstanding the foregoing, (a) the Indemnified Party shall have the right to be represented in any such action or investigation by advisory counsel of its own selection and at its own expense, and (b) if the Indemnified Party shall have reasonably concluded that (i) there may be legal defenses available to it that are different from, or additional to, or inconsistent with, those available to the Indemnifying Party, or (ii) there exists is a conflict of interest between the or there are separate and different defenses. No Indemnifying Party and the Indemnified Party, then, in either case, the Indemnified Party shall have the right to select separate counsel to participate in the defense of any such action on its own behalf and claim or litigation, shall, except with the Indemnifying Party shall indemnify consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party for the fees and expenses of a release from all liability in respect to such separate counsel. If any claim, action, proceeding or investigation arises as to which the indemnity provided for in Section 23.1, 23.2 or 23.3 applies and the Indemnifying Party fails to assume the defense of such claim, action, proceeding or investigation, then the Indemnified Party may, at the Indemnifying Party’s expense, contest or settle such claim, and the Indemnifying Party shall remain obligated to indemnify the Indemnified Party for any and all losses, damages, and liability (including, without limitation, attorneys’ fees and expenses) associated therewith. The payment of the indemnity pursuant to this Section 23.5 shall not be predicated on the Indemnified Party having made payment on any suit, action, loss, damage, claim or liabilitylitigation.

Notice and Procedure. Promptly Each party entitled to indemnification under this Section 7.11 (the “Indemnified Party”) shall give written notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual Knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party receives any claim or notice of the commencement of any action(whose approval shall not unreasonably be withheld), administrative or legal proceeding, or investigation as to which the indemnity provided for in Sections 23.1 through 23.3 may apply, and the Indemnified Party may participate in such defense at such party’s expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall notify not relieve the Indemnifying Party in writing of such fact; provided, however, that the rights of the Indemnified Party shall not be forfeited by its obligations under this Agreement unless the failure to give the such notice is materially prejudicial to an Indemnifying Party notice Party’s ability to the extent that said failure does not have a material defend such action and adverse effect on the defense of the matter. The Indemnifying Party shall assume on behalf of the Indemnified Party, and conduct with due diligence and in good faith, the defense thereof with counsel reasonably satisfactory to the Indemnified Party; provided, howeverprovided further, that the Indemnifying Party shall not settle 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 defense of any such action claim or investigation unless approved by litigation, shall, except with the consent of each Indemnified Party (which approval whose consent shall not be unreasonably withheld). Notwithstanding , consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the foregoing, (a) giving by the claimant or plaintiff to such Indemnified Party shall have the right of a release from all liability in respect to be represented in any such action or investigation by advisory counsel of its own selection and at its own expense, and (b) if the Indemnified Party shall have reasonably concluded that (i) there may be legal defenses available to it that are different from, or additional to, or inconsistent with, those available to the Indemnifying Party, or (ii) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party, then, in either case, the Indemnified Party shall have the right to select separate counsel to participate in the defense of such action on its own behalf and the Indemnifying Party shall indemnify the Indemnified Party for the fees and expenses of such separate counsel. If any claim, action, proceeding or investigation arises as to which the indemnity provided for in Section 23.1, 23.2 or 23.3 applies and the Indemnifying Party fails to assume the defense of such claim, action, proceeding or investigation, then the Indemnified Party may, at the Indemnifying Party’s expense, contest or settle such claim, and the Indemnifying Party shall remain obligated to indemnify the Indemnified Party for any and all losses, damages, and liability (including, without limitation, attorneys’ fees and expenses) associated therewith. The payment of the indemnity pursuant to this Section 23.5 shall not be predicated on the Indemnified Party having made payment on any suit, action, loss, damage, claim or liabilitylitigation.

Notice and Procedure. Promptly Each party entitled to indemnification under this Section 2(e) (the “Indemnified Party”) shall give written notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party receives any claim or notice of the commencement of any action(whose approval shall not unreasonably be withheld), administrative or legal proceeding, or investigation as to which the indemnity provided for in Sections 23.1 through 23.3 may apply, and the Indemnified Party may participate in such defense at such party’s expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall notify not relieve the Indemnifying Party in writing of such fact; provided, however, that the rights of the Indemnified Party shall not be forfeited by its obligations under this Agreement unless the failure to give the such notice is materially prejudicial to an Indemnifying Party notice Party’s ability to the extent that said failure does not have a material defend such action and adverse effect on the defense of the matter. The Indemnifying Party shall assume on behalf of the Indemnified Party, and conduct with due diligence and in good faith, the defense thereof with counsel reasonably satisfactory to the Indemnified Party; provided, howeverprovided further, that the Indemnifying Party shall not settle 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 defense of any such action claim or investigation unless approved by litigation, shall, except with the consent of each Indemnified Party (which approval whose consent shall not be unreasonably withheld). Notwithstanding , consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the foregoing, (a) giving by the claimant or plaintiff to such Indemnified Party shall have the right of a release from all liability in respect to be represented in any such action or investigation by advisory counsel of its own selection and at its own expense, and (b) if the Indemnified Party shall have reasonably concluded that (i) there may be legal defenses available to it that are different from, or additional to, or inconsistent with, those available to the Indemnifying Party, or (ii) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party, then, in either case, the Indemnified Party shall have the right to select separate counsel to participate in the defense of such action on its own behalf and the Indemnifying Party shall indemnify the Indemnified Party for the fees and expenses of such separate counsel. If any claim, action, proceeding or investigation arises as to which the indemnity provided for in Section 23.1, 23.2 or 23.3 applies and the Indemnifying Party fails to assume the defense of such claim, action, proceeding or investigation, then the Indemnified Party may, at the Indemnifying Party’s expense, contest or settle such claim, and the Indemnifying Party shall remain obligated to indemnify the Indemnified Party for any and all losses, damages, and liability (including, without limitation, attorneys’ fees and expenses) associated therewith. The payment of the indemnity pursuant to this Section 23.5 shall not be predicated on the Indemnified Party having made payment on any suit, action, loss, damage, claim or liabilitylitigation.

Notice and Procedure. Promptly Each party entitled to indemnification under this Section 7.09 (the “Registration Rights Indemnified Party”) shall give written notice to the party required to provide indemnification (the “Registration Rights Indemnifying Party”) promptly after the such Registration Rights Indemnified Party receives has actual knowledge of any claim or notice of the commencement of any action, administrative or legal proceeding, or investigation as to which indemnity may be sought, and shall permit the indemnity Registration Rights Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for in Sections 23.1 through 23.3 may applythe Registration Rights Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Registration Rights Indemnified Party (whose approval shall notify not unreasonably be withheld), and the Registration Rights Indemnified Party may participate in such defense at such party’s expense, and provided further that the failure of any Registration Rights Indemnified Party to give notice as provided herein shall not relieve the Registration Rights Indemnifying Party in writing of such fact; provided, however, that the rights of the Indemnified Party shall not be forfeited by its obligations under this Agreement unless the failure to give the such notice is materially prejudicial to an Registration Rights Indemnifying Party notice Party’s ability to the extent that said failure does not have a material and adverse effect on the defense of the matter. The Indemnifying Party shall assume on behalf of the Indemnified Partydefend such action and, and conduct with due diligence and in good faith, the defense thereof with counsel reasonably satisfactory to the Indemnified Party; provided, howeverprovided further, that the Registration Rights Indemnifying Party shall not settle assume the defense for matters as to which there is a conflict of interest or there are separate and different defenses. No Registration Rights Indemnifying Party, in the defense of any such action claim or investigation unless approved by litigation, shall, except with the consent of each Registration Rights Indemnified Party (which approval whose consent shall not be unreasonably withheld). Notwithstanding , consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the foregoing, (a) giving by the claimant or plaintiff to such Registration Rights Indemnified Party shall have the right of a release from all liability in respect to be represented in any such action or investigation by advisory counsel of its own selection and at its own expense, and (b) if the Indemnified Party shall have reasonably concluded that (i) there may be legal defenses available to it that are different from, or additional to, or inconsistent with, those available to the Indemnifying Party, or (ii) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party, then, in either case, the Indemnified Party shall have the right to select separate counsel to participate in the defense of such action on its own behalf and the Indemnifying Party shall indemnify the Indemnified Party for the fees and expenses of such separate counsel. If any claim, action, proceeding or investigation arises as to which the indemnity provided for in Section 23.1, 23.2 or 23.3 applies and the Indemnifying Party fails to assume the defense of such claim, action, proceeding or investigation, then the Indemnified Party may, at the Indemnifying Party’s expense, contest or settle such claim, and the Indemnifying Party shall remain obligated to indemnify the Indemnified Party for any and all losses, damages, and liability (including, without limitation, attorneys’ fees and expenses) associated therewith. The payment of the indemnity pursuant to this Section 23.5 shall not be predicated on the Indemnified Party having made payment on any suit, action, loss, damage, claim or liabilitylitigation.

Notice and Procedure. Promptly All claims for indemnification by any Indemnified Party against an Indemnifying Party under this Section 9 shall be asserted and resolved as follows: (i) If any claim or demand for which an Indemnifying Party would be liable for Losses to an Indemnified Party is alleged or asserted by a Person other than any Buyer's Indemnified Person or any Sellers' Indemnified Person (a "Third Party Claim"), the Indemnified Party shall deliver a Claim Notice with reasonable promptness to the Indemnifying Party, together with a copy of all papers served, if any, and specifying the nature of and alleged basis for the Third Party Claim and, to the extent then feasible, the alleged amount or the estimated amount of the Third Party Claim. If the Indemnified Party fails to deliver the Claim Notice to the Indemnifying Party within 30 days after the Indemnified Party receives any claim or notice of such Third Party Claim, the commencement of any action, administrative or legal proceeding, or investigation as Indemnifying Party will not be obligated to which the indemnity provided for in Sections 23.1 through 23.3 may apply, indemnify the Indemnified Party shall with respect to such Third Party Claim if and only to the extent that the Indemnifying Party's ability to defend the Third Party Claim has been irreparably prejudiced by such failure. The Indemnifying Party will notify the Indemnified Party within 30 days after receipt of the Claim Notice (the "Notice Period") whether the Indemnifying Party in writing intends, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against the Third Party Claim. (ii) If the Indemnifying Party notifies the Indemnified Party within the Notice Period that the Indemnifying Party intends to defend the Indemnified Party against the Third Party Claim, then the Indemnifying Party will have the right to defend, at its sole cost and expense, the Third Party Claim by all appropriate proceedings, which proceedings will be diligently prosecuted by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party (with the consent of the Indemnified Party). The Indemnifying Party will have full control of such factdefense and proceedings; provided, however, that the rights of the Indemnified Party shall not be forfeited by may file during the failure to give Notice Period, at the Indemnifying Party notice to the extent that said failure does not have a material sole cost and adverse effect on the defense of the matter. The Indemnifying Party shall assume on behalf expense of the Indemnified Party, and conduct with due diligence and in good faithany motion, the defense thereof with counsel reasonably satisfactory to answer or other pleading that the Indemnified Party; provided, however, that Party may deem necessary or appropriate to protect its interests and not irrevocably prejudicial to the Indemnifying Party shall not settle (it being understood and agreed that, except as provided in Section 9.05(a)(iii), if an Indemnified Party takes any such action or investigation unless approved by the Indemnified Party (which approval shall not be unreasonably withheld). Notwithstanding the foregoing, (a) the Indemnified Party shall have the right to be represented in any such action or investigation by advisory counsel of its own selection that is irrevocably prejudicial and at its own expense, and (b) if the Indemnified Party shall have reasonably concluded conclusively causes a final adjudication that (i) there may be legal defenses available to it that are different from, or additional to, or inconsistent with, those available is materially adverse to the Indemnifying Party, or (ii) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party, then, in either case, the Indemnified Party shall have the right will be relieved of its obligations hereunder with respect to select separate counsel to participate in the defense of such action on its own behalf and the Indemnifying Party shall indemnify the Indemnified Party for the fees and expenses of such separate counsel. If any claim, action, proceeding or investigation arises as to which the indemnity provided for in Section 23.1, 23.2 or 23.3 applies and the Indemnifying Party fails to assume the defense of such claim, action, proceeding or investigation, then the Indemnified Party may, at the Indemnifying Party’s expense, contest or settle such claim, and the Indemnifying Party shall remain obligated to indemnify the Indemnified Party for any and all losses, damages, and liability (including, without limitation, attorneys’ fees and expenses) associated therewith. The payment that portion of the indemnity pursuant to this Section 23.5 shall not be predicated on the Indemnified Third Party having made payment on any suit, action, loss, damage, claim or liability.Claim prejudiced

Notice and Procedure. Promptly All claims for indemnification by any Indemnified Party against an Indemnifying Party under this Article shall be asserted and resolved as follows: (i) If any claim or demand for which an Indemnifying Party would be liable for Losses to an Indemnified Party is alleged or asserted by a Person other than any Buyer's Indemnified Person or any Sellers' Indemnified Person (a "Third Party Claim"), the Indemnified Party shall deliver a Claim Notice with reasonable promptness to the Indemnifying Party, together with a copy of all papers served, if any, and specifying the nature of and alleged basis for the Third Party Claim and, to the extent then feasible, the alleged amount or the estimated amount of the Third Party Claim. If the Indemnified Party fails to deliver the Claim Notice to the Indemnifying Party within 30 days after the Indemnified Party receives any claim notice of such Third Party Claim, or within 15 days after receipt by the Indemnified Party of a complaint, petition, arbitration demand or other written notice of the commencement institution of any formal legal action, administrative or legal proceeding, or investigation as the Indemnifying Party will not be obligated to which the indemnity provided for in Sections 23.1 through 23.3 may apply, indemnify the Indemnified Party shall notify the Indemnifying with respect to such Third Party in writing of such fact; provided, however, that the rights of the Indemnified Party shall not be forfeited by the failure to give the Indemnifying Party notice Claim if and only to the extent that said failure does not have the Indemnifying Party's ability to defend the Third Party Claim has been materially prejudiced by such failure. The Indemnifying Party will notify the Indemnified Party within 20 days after receipt of the Claim Notice, or within five days in the case of a material Claim Notice describing or including a complaint, petition, arbitration demand or other written notice of the institution of formal legal action, (in either case, the "Notice Period") whether the Indemnifying Party intends, at the sole cost and adverse effect on expense of the Indemnifying Party, to defend the Indemnified Party against the Third Party Claim. The assumption by the Indemnifying Party of the defense of the matter. The Third Party Claim constitutes an admission by the Indemnifying Party shall assume on behalf that the claim is one for which the Indemnifying Party is ultimately liable under this Article. (ii) If the Indemnifying Party notifies the Indemnified Party within the Notice Period that the Indemnifying Party intends to defend the Indemnified Party against the Third Party Claim, then the Indemnifying Party will have the right to defend, at its sole cost and expense, the Third Party Claim by all appropriate proceedings, which proceedings will be diligently prosecuted by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party (with the consent of the Indemnified Party, and conduct with due diligence and in good faith, the defense thereof with counsel reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party shall not settle any such action or investigation unless approved by the Indemnified Party (which approval consent shall not be unreasonably withheld). Notwithstanding the foregoing, (a) The Indemnifying Party will have full control of such defense and proceedings; provided that the Indemnified Party shall have may file during the right pendency of such Third Party Claim, at the sole cost and expense of the Indemnified Party, any motion, answer or other pleading that the Indemnified Party may deem necessary or appropriate to be represented protect its interests and not irrevocably prejudicial to the Indemnifying Party (it being understood and agreed that, except as provided in Section 9.05(a)(iii), if an Indemnified Party takes any such action or investigation by advisory counsel of its own selection that is irrevocably prejudicial and at its own expense, and (b) if the Indemnified Party shall have reasonably concluded conclusively causes a final adjudication that (i) there may be legal defenses available to it that are different from, or additional to, or inconsistent with, those available is materially adverse to the Indemnifying Party, or (ii) there exists a conflict of interest between the Indemnifying Party and will be relieved of its obligations hereunder with respect to that portion of the Third Party Claim prejudiced by the Indemnified Party's action); and provided further that, then, in either caseif requested by the Indemnifying Party, the Indemnified Party shall have cooperate, at the right to select separate counsel to participate in sole cost and expense of the defense of such action on its own behalf and Indemnifying Party, with the Indemnifying Party shall indemnify and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest or, if appropriate in the judgment of the Indemnified Party for and related to the fees and expenses Third Party Claim, in making any counterclaim or cross-claim against any Person (other than the Indemnified Party). The Indemnified Party may participate in, but not control, any defense or settlement of such separate counsel. If any claim, action, proceeding or investigation arises as to which the indemnity provided for in Section 23.1, 23.2 or 23.3 applies and Third Party Claim assumed by the Indemnifying Party fails to assume the defense of such claim, action, proceeding or investigation, then the Indemnified Party may, at the Indemnifying Party’s expense, contest or settle such claim, and the Indemnifying Party shall remain obligated to indemnify the Indemnified Party for any and all losses, damages, and liability (including, without limitation, attorneys’ fees and expenses) associated therewith. The payment of the indemnity pursuant to this Section 23.5 shall not be predicated on the Indemnified Party having made payment on any suit, action, loss, damage, claim or liability.Section

Notice and Procedure. Promptly after (a) In the Indemnified Party receives event that any Legal Proceeding is instituted by a third party or any claim or notice demand is asserted or threatened against or sought to be collected from a Person who is seeking indemnity under any provision of this Agreement (the commencement of any action“Indemnitee”) by a third party, administrative or legal proceeding, or investigation as to in each case for which the party from whom indemnity provided for in Sections 23.1 through 23.3 is sought (the “Indemnitor”) may applyhave liability to any Indemnitee hereunder (a “Third Party Claim”), the Indemnified Party such Indemnitee shall notify the Indemnifying Party Indemnitor in writing of such factThird Party Claim (a “Claim Notice”), in each such case promptly following such Indemnitee’s receipt of a Third Party Claim; provided, however, that the rights of the Indemnified Party shall not be forfeited by the failure to give a timely Claim Notice shall not affect the Indemnifying Party notice rights of an Indemnitee hereunder or otherwise relieve the Indemnitor of any liability that it may have to any Indemnitee, except and only to the extent that said failure does not have a material and adverse effect on the Indemnitor demonstrates that the defense of such Third Party Claim is materially prejudiced by the matterIndemnitee’s failure to give such notice. The Indemnifying Party Indemnitor shall assume on behalf have thirty (30) days after receipt of the Indemnified Party, and conduct with due diligence and in good faithClaim Notice (the “Notice Period”) to notify the Indemnitee that it desires to defend the Indemnitee against such Third Party Claim. (b) In the event that the Indemnitor timely notifies the Indemnitee within the Notice Period that it desires to defend the Indemnitee against a Third Party Claim, the defense thereof with counsel reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party shall not settle any such action or investigation unless approved by the Indemnified Party (which approval shall not be unreasonably withheld). Notwithstanding the foregoing, (a) the Indemnified Party Indemnitor shall have the right to be represented in any defend the Indemnitee by appropriate proceedings and shall have the sole power to direct and control such action or investigation by advisory defense, with counsel of its own selection choosing and at its own expense, unless the Third Party Claim seeks as the sole remedy an injunction or other equitable relief against the Indemnitee or the Indemnitee reasonably concludes, based upon the advice of counsel, that an actual or potential conflict exists between the Indemnitee and (b) if the Indemnified Indemnitor in connection with the defense of such Third Party shall have reasonably concluded that Claim. If an Indemnitor assumes the defense of a Third Party Claim in accordance with this Section 6.6, (i) there may be legal defenses available the Indemnitor shall use its commercially reasonable efforts to it that are different fromdefend diligently such Third Party Claim, or additional toand (ii) the Indemnitee, or inconsistent with, those available prior to the Indemnifying Partyperiod in which the Indemnitor assumes the defense of such matter, may take such reasonable actions to preserve any and all rights with respect to such matter, without such actions being construed as a waiver of the Indemnitee’s rights to defense and indemnification pursuant to this Agreement, but with such actions not being determinative of the amount of any Damages. The Indemnitor shall not, without the prior written consent of the Indemnitee (which consent shall not be unreasonably withheld, delayed or conditioned), settle, compromise or offer to settle or compromise any Third Party Claim that does not include as a term thereof the giving by the Person(s) asserting such Third Party Claim to Indemnitee a release from all Liability with respect to such claim or consent to entry of any judgment. Notwithstanding anything in this Section 6.6 to the contrary, the Indemnitee may participate, through counsel of its choosing and at its own expense, in the defense of any such Third Party Claim as to which the Indemnitor has so elected to assume and conduct the defense thereof. (c) If the Indemnitor (i) does not elect to defend the Indemnitee against a Third Party Claim, whether by not giving the Indemnitee timely notice of its desire to so defend or otherwise or (ii) there exists after assuming the defense of a conflict of interest between the Indemnifying Third Party and the Indemnified PartyClaim, then, in either casefails to take commercially reasonable steps necessary to defend diligently such Third Party Claim, the Indemnified Party Indemnitee shall have the right (but not the obligation) to select separate assume such defense and shall have the sole power to direct and control such defense, with counsel of its choosing, at the expense of the Indemnitor; it being understood that the Indemnitee’s right to participate in indemnification for a Third Party Claim shall not be adversely affected by assuming the defense of such action on its own behalf Third Party Claim. The Indemnitee shall not settle a Third Party Claim without the consent of the Indemnitor, which consent shall not be unreasonably withheld, delayed or conditioned. (d) The Indemnitee and the Indemnifying Party Indemnitor shall indemnify the Indemnified Party for the fees cooperate in good faith and expenses render to each other such assistance as they may reasonably require of such separate counsel. If any claim, action, proceeding or investigation arises as to which the indemnity provided for each other in Section 23.1, 23.2 or 23.3 applies and the Indemnifying Party fails to assume connection with the defense of such claima Third Party Claim, action, proceeding or investigation, then the Indemnified Party may, at the Indemnifying Partyincluding by providing reasonable access to each other’s expense, contest or settle such claimrelevant business records and other documents, and employees. (e) The Indemnitee and the Indemnifying Indemnitor shall use commercially reasonable efforts to avoid production of confidential information (consistent with applicable Law), and to cause all communications among employees, counsel and others representing any party to a Third Party shall remain obligated Claim to indemnify the Indemnified Party be made so as to preserve any applicable attorney-client or work-product privileges. (f) A claim for indemnification for any and all lossesmatter not involving a Third Party Claim may be asserted by (i) in the case of any claim under Section 6.2, damageswritten notice by Buyer to Seller, and liability (includingii) in the case of any claim under Section 6.4, without limitation, attorneys’ fees and expenses) associated therewith. The payment of the indemnity pursuant written notice by Seller to this Section 23.5 shall not be predicated on the Indemnified Party having made payment on any suit, action, loss, damage, claim or liabilityBuyer.

Notice and Procedure. Promptly All claims for indemnification by any Indemnified Party against an Indemnifying Party under this Article VIII shall be asserted and resolved as follows: (i) If any claim or demand for which an Indemnifying Party would be liable for Losses to an Indemnified Party is alleged or asserted by a Person other than any of Purchaser's Indemnified Persons or any of Seller's Indemnified Persons (a "Third Party Claim"), the Indemnified Party shall deliver written notice (a "Claim Notice") promptly to the Indemnifying Party, together with a copy of all papers served, if any, and specifying the nature of and alleged basis for the Third Party Claim and, to the extent then feasible, the alleged amount or the estimated amount of the Third Party Claim. If the Indemnified Party fails to deliver the Claim Notice to the Indemnifying Party within twenty (20) days after the Indemnified Party receives any claim or notice of such Third Party Claim, the commencement of any action, administrative or legal proceeding, or investigation as Indemnifying Party will not be obligated to which the indemnity provided for in Sections 23.1 through 23.3 may apply, indemnify the Indemnified Party shall with respect to such Third Party Claim if, and only to the extent that, the Indemnifying Party's ability to defend the Third Party Claim has been prejudiced by such failure. The Indemnifying Party will notify the Indemnified Party within thirty (30) days after receipt of the Claim Notice (the "Notice Period") whether the Indemnifying Party intends, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against the Third Party Claim. Should the Indemnifying Party elect to assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in writing connection with the defense thereof, except as provided by Section 8.5(a)(ii). (i) If the Indemnifying Party notifies the Indemnified Party within the Notice Period that the Indemnifying Party intends to defend the Indemnified Party against the Third Party Claim, then the Indemnifying Party will have the right to defend, at its sole cost and expense, the Third Party Claim by all appropriate proceedings, which proceedings will be diligently prosecuted by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party (with the consent of the Indemnified Party, which shall not be unreasonably withheld or delayed). The Indemnifying Party will have full control of such factdefense and proceedings; provided, however, that the rights of the Indemnified Party shall not be forfeited by may file during the failure to give Notice Period, at the Indemnifying Party notice to the extent that said failure does not have a material sole cost and adverse effect on the defense of the matter. The Indemnifying Party shall assume on behalf expense of the Indemnified Party, any motion, answer or other pleading that the Indemnified Party may deem necessary or appropriate to protect its interests and conduct not prejudicial to the Indemnifying Party (it being understood and agreed that if an Indemnified Party takes any such action that is prejudicial or conclusively causes a final adjudication that is materially adverse to the Indemnifying Party (including, but not limited to, any admission of any liability with due diligence and in good faithrespect to, or settlement, compromise or discharge of, such Third Party Claim without the Indemnifying Party's prior written consent), the defense thereof Indemnifying Party will be relieved of its obligations hereunder with counsel reasonably satisfactory respect to that portion of the Third Party Claim prejudiced by the Indemnified Party's action); provided, further, however, that, if requested by the Indemnifying Party, the Indemnified Party shall cooperate, at the sole cost and expense of the Indemnifying Party, with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest or, if appropriate in the judgment of the Indemnified Party, in making any counterclaim or cross-claim against any Person (other than the Indemnified Party). Such cooperation shall include the retention and (upon the Indemnifying Party's request) the provision to the Indemnifying Party of records and information that are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided thereunder. The Indemnified Party may participate in, but not settle control, any such action defense or investigation unless approved settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to this Section 8.5(a)(ii) and, except as provided in this Section 8.5(a)(ii), the Indemnified Party (which approval shall not be unreasonably withheld)will bear its own costs and expenses with respect to such participation. Notwithstanding the foregoing, the Indemnifying Party may not assume the defense of the Third Party Claim if (a1) the Persons against whom the claim is made, or any impleaded Persons, include both the Indemnifying Party and any Indemnified Party, and (2) representation of both such Persons by the same counsel would be inappropriate due to conflicting interests between them, in which case any Indemnified Party shall have the right to defend the Third Party Claim and to employ counsel at the expense of the Indemnifying Party. (ii) If the Indemnifying Party fails to notify the Indemnified Party within the Notice Period that the Indemnifying Party intends to defend the Indemnified Party against the Third Party Claim, or if the Indemnifying Party gives such notice but fails to diligently prosecute or settle the Third Party Claim, or if the Indemnifying Party fails to give any notice whatsoever within the Notice Period, then the Indemnified Party will have the right (but not the obligation) to defend, at the sole cost and expense of the Indemnifying Party, the Third Party Claim by all appropriate proceedings, which proceedings will be represented in diligently prosecuted by the Indemnified Party to a final conclusion or settled at the discretion of the Indemnified Party. In any such action instance, the Indemnified Party will have full control of such defense and proceedings, including any compromise or investigation settlement thereof; provided, however, that, if requested by advisory the Indemnified Party, the Indemnifying Party shall cooperate, at the sole cost and expense of the Indemnifying Party, with the Indemnified Party and its counsel of in contesting the Third Party Claim which the Indemnified Party is contesting, or, if appropriate and related to the Third Party Claim in question, in making any counterclaim or cross claim against any Person (other then the Indemnifying Party). (iii) If the Indemnifying Party notifies the Indemnified Party within the Notice Period that the Indemnifying Party disputes its own selection and at its own expenseobligation to indemnify the Indemnified Party against the Third Party Claim, and if such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party will not be required to bear the costs and expenses of the Indemnified Party's defense pursuant to Section 8.5(a) or of the Indemnifying Party's participation therein at the Indemnified Party's request, and the Indemnified Party will reimburse the Indemnifying Party in full for all reasonably incurred costs and expenses. (b) if In the event any Indemnified Party should have a claim against any Indemnifying Party that is not a Third Party Claim, the Indemnified Party shall have reasonably concluded that deliver a written notice (ian "Indemnity Notice") there may be legal defenses available to it that are different from, or additional to, or inconsistent with, those available with reasonable promptness to the Indemnifying PartyParty specifying the nature of and specific basis for the claim and, to the extent then feasible, the amount or the estimated amount of the claim. The failure by any Indemnified Party to give timely notice referred to in the preceding sentence shall not impair such Person's rights hereunder except to the extent that an Indemnifying Party demonstrates that it has been significantly prejudiced thereby. If the Indemnifying Party does not notify the Indemnified Party within thirty (ii30) there exists days following its receipt of the Indemnity Notice that the Indemnifying Party disputes its obligation to indemnify the Indemnified Party hereunder, the claim will be conclusively deemed a conflict liability of interest between the Indemnifying Party hereunder. (c) If the Indemnifying Party timely disputes its liability with respect to a claim described in a Claim Notice or an Indemnity Notice, the Indemnifying Party and the Indemnified Party shall proceed promptly and in good faith to negotiate a resolution of such dispute within sixty (60) days following receipt of the Claim Notice or Indemnity Notice. (d) Except where liability is disputed pursuant to Section 8.5(c), the Indemnifying Party shall pay the amount of any liability to the Indemnified Party within thirty (30) days following the final resolution of any Third Party Claim or any such other Claim by the Indemnified Party. In the event the Indemnified Party is not paid in full for its claim in a timely manner after the Indemnifying Party's obligation to indemnify and the amount thereof has been determined, thenthe amount due shall bear interest from the date that the Indemnifying Party received the Claim Notice or the Indemnity Notice until paid at the Discount Rate provided, and in either caseaddition to any other rights it may have against the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to participate in set-off the defense unpaid amount of such action on its own behalf and the Indemnifying Party shall indemnify the Indemnified Party for the fees and expenses of such separate counsel. If Claim against any claim, action, proceeding or investigation arises as amounts owed by it to which the indemnity provided for in Section 23.1, 23.2 or 23.3 applies and the Indemnifying Party fails to assume the defense of such claim, action, proceeding or investigation, then the Indemnified Party may, at the Indemnifying Party’s expense, contest . (e) Any estimated amount of a Claim submitted in a Claim Notice or settle an Indemnity Notice shall not be conclusive of the final amount of such claimClaim, and the giving of a Claim Notice when an Indemnity Notice is properly due, or the giving of an Indemnity Notice when a Claim Notice is properly due, shall not impair such Indemnified Party's rights hereunder except to the extent that an Indemnifying Party shall remain obligated to indemnify the Indemnified Party for any and all losses, damages, and liability (including, without limitation, attorneys’ fees and expenses) associated therewith. The payment of the indemnity pursuant to this Section 23.5 shall not be predicated on the Indemnified Party having made payment on any suit, action, loss, damage, claim or liabilitydemonstrates that it has been prejudiced thereby.

Notice and Procedure. Promptly after (a) In the Indemnified Party receives event that any Legal Proceeding is instituted by a third party or any claim or notice demand is asserted or threatened against or sought to be collected from a Person who is seeking indemnity under any provision of this Agreement (the commencement of any action“Indemnitee”) by a third party, administrative or legal proceeding, or investigation as to in each case for which the indemnity provided for in Sections 23.1 through 23.3 may applyparty Exhibit 10.96 (b) In the event that the Indemnitor timely notifies the Indemnitee within the Notice Period that it desires to defend the Indemnitee against a Third Party Claim, the Indemnified Party shall notify the Indemnifying Party in writing of such fact; provided, however, that the rights of the Indemnified Party shall not be forfeited by the failure to give the Indemnifying Party notice to the extent that said failure does not have a material and adverse effect on the defense of the matter. The Indemnifying Party shall assume on behalf of the Indemnified Party, and conduct with due diligence and in good faith, the defense thereof with counsel reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party shall not settle any such action or investigation unless approved by the Indemnified Party (which approval shall not be unreasonably withheld). Notwithstanding the foregoing, (a) the Indemnified Party Indemnitor shall have the right to be represented in any defend the Indemnitee by appropriate proceedings and shall have the sole power to direct and control such action or investigation by advisory defense, with counsel of its own selection choosing and at its own expense, unless the Third Party Claim seeks as the sole remedy an injunction or other equitable relief against the Indemnitee or the Indemnitee reasonably concludes, based upon the advice of counsel, that an actual or potential conflict exists between the Indemnitee and (b) if the Indemnified Indemnitor in connection with the defense of such Third Party shall have reasonably concluded that Claim. If an Indemnitor assumes the defense of a Third Party Claim in accordance with this Section 6.6, (i) there may be legal defenses available the Indemnitor shall use its commercially reasonable efforts to it that are different fromdefend diligently such Third Party Claim, or additional toand (ii) the Indemnitee, or inconsistent with, those available prior to the Indemnifying Partyperiod in which the Indemnitor assumes the defense of such matter, may take such reasonable actions to preserve any and all rights with respect to such matter, without such actions being construed as a waiver of the Indemnitee’s rights to defense and indemnification pursuant to this Agreement, but with such actions not being determinative of the amount of any Damages. The Indemnitor shall not, without the prior written consent of the Indemnitee (which consent shall not be unreasonably withheld, delayed or conditioned), settle, compromise or offer to settle or compromise any Third Party Claim that does not include as a term thereof the giving by the Person(s) asserting such Third Party Claim to Indemnitee a release from all Liability with respect to such claim or consent to entry of any judgment. Notwithstanding anything in this Section 6.6 to the contrary, the Indemnitee may participate, through counsel of its choosing and at its own expense, in the defense of any such Third Party Claim as to which the Indemnitor has so elected to assume and conduct the defense thereof. (c) If the Indemnitor (i) does not elect to defend the Indemnitee against a Third Party Claim, whether by not giving the Indemnitee timely notice of its desire to so defend or otherwise or (ii) there exists after assuming the defense of a conflict of interest between the Indemnifying Third Party and the Indemnified PartyClaim, then, in either casefails to take commercially reasonable steps necessary to defend diligently such Third Party Claim, the Indemnified Party Indemnitee shall have the right (but not the obligation) to select separate assume such defense and shall have the sole power to direct and control such defense, with counsel of its choosing, at the expense of the Indemnitor; it being understood that the Indemnitee’s right to participate in indemnification for a Third Party Claim shall not be adversely affected by assuming the defense of such action on its own behalf Third Party Claim. The Indemnitee shall not settle a Third Party Claim without the consent of the Indemnitor, which consent shall not be unreasonably withheld, delayed or conditioned. (d) The Indemnitee and the Indemnifying Party Indemnitor shall indemnify the Indemnified Party for the fees cooperate in good faith and expenses render to each other such assistance as they may reasonably require of such separate counsel. If any claim, action, proceeding or investigation arises as to which the indemnity provided for each other in Section 23.1, 23.2 or 23.3 applies and the Indemnifying Party fails to assume connection with the defense of such claima Third Party Claim, action, proceeding or investigation, then the Indemnified Party may, at the Indemnifying Partyincluding by providing reasonable access to each other’s expense, contest or settle such claimrelevant business records and other documents, and employees. (e) The Indemnitee and the Indemnifying Indemnitor shall use commercially reasonable efforts to avoid production of confidential information (consistent with applicable Law), and to cause all communications among employees, counsel and others representing any party to a Third Party shall remain obligated Claim to indemnify the Indemnified Party be made so as to preserve any applicable attorney-client or work-product privileges. Exhibit 10.96 (f) A claim for indemnification for any and all lossesmatter not involving a Third Party Claim may be asserted by (i) in the case of any claim under Section 6.2, damageswritten notice by Buyer to Seller, and liability (includingii) in the case of any claim under Section 6.4, without limitation, attorneys’ fees and expenses) associated therewith. The payment of the indemnity pursuant written notice by Seller to this Section 23.5 shall not be predicated on the Indemnified Party having made payment on any suit, action, loss, damage, claim or liabilityBuyer.

Notice and Procedure. Promptly All claims for indemnification by any Person against whom claims of indemnification are being asserted (an “Indemnifying Party”) under any provision of Article 11 hereof shall be asserted and resolved as follows: (a) In the event of any claim or demand for which an Indemnifying Party would be liable for Losses to a Person claiming indemnification (an “Indemnified Party”) under any provision of Article 11 is asserted against or sought to be collected from such Indemnified Party by a Person other than Buyers or Sellers or any Affiliate thereof (“Third Party Claim”), the Indemnified Party shall deliver a Claim Notice with reasonable promptness to the Indemnifying Party. If the Indemnified Party fails to provide the Indemnifying Party with the Claim Notice required by the preceding sentence within a reasonable period after the Indemnified Party receives any claim or notice of such Third Party Claim, the commencement of any action, administrative or legal proceeding, or investigation as Indemnifying Party will not be obligated to which the indemnity provided for in Sections 23.1 through 23.3 may apply, indemnify the Indemnified Party shall to the extent that the Indemnifying Party’s ability to defend has been irreparably prejudiced by such failure of notice by the Indemnified Party. The Indemnifying Party will notify the Indemnified Party within fifteen (15) Business Days after receipt of the Claim Notice (“Notice Period”) whether the Indemnifying Party in writing desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against such Third Party Claim; (b) If the Indemnifying Party notifies the Indemnified Party within the Notice Period that the Indemnifying Party desires to defend the Indemnified Party with respect to the Third Party Claim pursuant to this Section 11.4(b), then the Indemnifying Party will have the right to defend, at its sole cost and expense, such Third Party Claim by all appropriate proceedings, which proceedings will be diligently prosecuted by the Indemnifying Party to a final conclusion or will be settled at the discretion of the Indemnifying Party (with the consent of the Indemnified Party, which consent will not be unreasonably withheld). Assumption by the Indemnifying Party of the defense of such factThird Party Claim constitutes an admission by the Indemnifying Party that the litigation is one for which the Indemnifying Party is required to indemnify the Indemnified Party under this Article 11. The Indemnifying Party will have full control of such defense and proceedings, including any compromise or settlement thereof; provided, however, that the rights Indemnified Party may, at the sole cost and expense of the Indemnifying Party, file during the Notice Period any motion, answer, or other pleadings that the Indemnified Party may deem necessary or appropriate to protect its interests and that is not irrevocably prejudicial to the Indemnifying Party (it being understood and agreed that, except as provided in Section 11.4(c) hereof, if an Indemnified Party takes any such action that is irrevocably prejudicial and conclusively causes a final adjudication that is materially adverse to the Indemnifying Party, the Indemnifying Party will be relieved of its obligations hereunder with respect to the portion of such Third Party Claim prejudiced by the Indemnified Party’s action); and provided further, that if requested by the Indemnifying Party, the Indemnified Party agrees, at the sole cost and expense of the Indemnifying Party, to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, or, if appropriate in the judgment of the Indemnified Party shall and related to the Third Party Claim in question, in making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person (other than the Indemnified Party or any of its Affiliates). The Indemnified Party may participate in, but not be forfeited control, any defense or settlement of any Third Party Claim controlled by the failure to give the Indemnifying Party notice pursuant to the extent that said failure does not have a material and adverse effect on the defense of the matter. The Indemnifying Party shall assume on behalf of the Indemnified Partythis Section 11.4(b), and conduct with due diligence and except as provided in good faiththe preceding sentence, the defense thereof with counsel reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party shall not settle any such action or investigation unless approved by the Indemnified Party (which approval shall not be unreasonably withheld)will bear its own costs and expenses with respect to such participation. Notwithstanding the foregoing, (ai) the Indemnifying Party may not assume the defense if the named parties to the Third Party Claim (including any impleaded parties) include both the Indemnifying Party and any Indemnified Party and representation of both such parties by the same counsel would be inappropriate due to an actual or potential differing interests between them, in which case any Indemnified Party shall have the right to be represented in any such action or investigation by advisory defend the Third Party Claim and to employ counsel at the expense of its own selection and at its own expense, and the Indemnifying Party; (bii) if there is a reasonable probability that a Third Party claim may materially and adversely affect the Indemnified Party shall have reasonably concluded that (i) there may and such damage will either be legal defenses available to it that are different fromirreparable, or additional tonot compensable by money payments, or inconsistent withif compensable by money damages, those available such money damages will be difficult or impossible to the Indemnifying Party, or (ii) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party, then, in either casecalculate, the Indemnified Party shall have the right, at the cost and expense of the Indemnifying Party, to defend, compromise and settle such claim; and (iii) the Indemnifying Party shall not, without the written consent of the Indemnified Party, settle or compromise any Third Party claim or consent to the entry of any judgment which does not include as an unconditional term thereof the giving by the claimant to the Indemnified Party of a release from all liability in respect of such Third Party Claim; (c) If the Indemnifying Party fails to notify the Indemnified Party within the Notice Period that the Indemnifying Party desires to defend the Indemnified Party pursuant to this Article 11, or if the Indemnifying Party gives such notice but fails to prosecute diligently or settle the Third Party Claim, or if the Indemnifying Party fails to give any notice whatsoever within the Notice Period, then the Indemnified Party will have the right (but not the obligation) to select separate defend, at the sole cost and expense of the Indemnifying Party, the Third Party Claim by all appropriate proceedings, which proceedings will be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or will be settled at the discretion of the Indemnified Party. The Indemnified Party will have full control of such defense and proceedings, including any compromise or settlement thereof; provided, however, that if requested by the Indemnified Party, the Indemnifying Party agrees, at the sole cost and expense of the Indemnifying Party, to cooperate with the Indemnified Party and its counsel in contesting any Third Party Claim which the Indemnified Party is contesting, or, if appropriate and relating to the Third Party Claim in question, in making any counterclaim against the Person asserting the Third Party Claim, or any cross-complaint against any Person (other than the Indemnifying Party or any of its affiliates). Notwithstanding the foregoing provisions of this Section 11.4(c), if the Indemnifying Party has notified the Indemnified Party with reasonable promptness that the Indemnifying Party disputes its liability to the Indemnified Party with respect to such Third Party Claim and if such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party will not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this Section 11.4(c) or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party will reimburse the Indemnifying Party in full for all costs and expenses incurred by the Indemnifying Party in connection with such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 11.4(c), but the Indemnifying Party will bear its own costs and expenses with respect to such participation; (d) In the event any Indemnified Party should have a claim for which an Indemnifying Party would be liable for Indemnifiable Losses hereunder that does not involve a Third Party Claim being asserted against or sought to be collected from the Indemnified Party, the Indemnified Party shall deliver an Indemnity Notice (as hereinafter defined) with reasonable promptness to the Indemnifying Party. The failure by any Indemnified Party to give the notice referred to in the defense preceding sentence shall not impair such party’s rights hereunder except to the extent that an Indemnifying Party is reasonably likely to be prejudiced thereby. Notwithstanding the foregoing, nothing herein shall extend the requirement to assert claims within the applicable Survival Period; (e) If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days following its receipt of a Claim Notice or an Indemnity Notice that the Indemnifying Party disputes its liability to the Indemnified Party hereunder, such action on its own behalf claim specified by the Indemnified Party will be conclusively deemed an indemnification liability of the Indemnifying Party hereunder and the Indemnifying Party shall indemnify pay the amount of such liability to the Indemnified Party for within thirty (30) days following its receipt of a Claim Notice or an Indemnity Notice, or on such later date (i) in the fees and expenses case of a Third Party Claim, as the Indemnified Party suffers Losses in respect of such separate counselThird Party Claim, or (ii) in the case of an Indemnity Notice in which the amount of the claim is estimated, promptly after the amount of such claim becomes finally determined. If any claim, action, proceeding or investigation arises as to which the indemnity provided for in Section 23.1, 23.2 or 23.3 applies and the Indemnifying Party fails has timely disputed its liability with respect to assume the defense of such claim, actionas provided above, proceeding or investigation, then the Indemnifying Party and the Indemnified Party mayagree to proceed in good faith to negotiate a resolution of such dispute within sixty (60) days following receipt of a Claim Notice or an Indemnity Notice. If the Indemnifying Party and the Indemnified Party fail to negotiate a resolution within such sixty (60) day period, the parties may seek any remedies available at law or in equity. In the event the Indemnified Party is not paid in full for its claim in a timely manner after the Indemnifying Party’s expense, contest or settle such claim, and the Indemnifying Party shall remain obligated obligation to indemnify has been determined in accordance herewith, the Indemnified Party for shall have the right, notwithstanding any and all lossesother rights that it may have against the Indemnifying Party, damages, and liability (including, without limitation, attorneys’ fees and expenses) associated therewith. The payment to set-off the unpaid amount of any such claim against any amounts owed by it to the indemnity pursuant to this Section 23.5 shall not be predicated on the Indemnified Party having made payment on any suit, action, loss, damage, claim or liability.Indemnifying Party;

Notice and Procedure. Promptly All claims for indemnification by any Indemnified Party against an Indemnifying Party under this Article 7 shall be asserted and resolved as follows: (i) If any claim or demand for which an Indemnifying Party is liable for Losses to an Indemnified Party is alleged or asserted by a Person other than any of the Purchaser’s Indemnified Persons or any of the Seller’s Indemnified Persons (a “Third Party Claim”), the Indemnified Party shall deliver written notice (a “Claim Notice”) promptly to the Indemnifying Party, together with a copy of all papers served, if any, and specifying the nature of and alleged basis for the Third Party Claim and, to the extent then feasible, the alleged amount or the estimated amount of the Third Party Claim. If the Indemnified Party fails to deliver the Claim Notice to the Indemnifying Party within ten (10) calendar days after the Indemnified Party receives any claim or notice of such Third Party Claim, the commencement of any action, administrative or legal proceeding, or investigation as Indemnifying Party will not be obligated to which the indemnity provided for in Sections 23.1 through 23.3 may apply, indemnify the Indemnified Party shall notify with respect to such Third Party Claim if, and only to the extent that, the Indemnifying Party’s ability to defend the Third Party Claim has been materially prejudiced by such failure; provided, that if the failure to provide such notice causes the amount to be paid pursuant to such indemnification to be greater than it otherwise would have been, the Indemnifying Party shall not be obligated for any such excess amounts. The Indemnifying Party will notify the Indemnified Party within twenty (20) calendar days after receipt of the Claim Notice (the “Notice Period”) whether the Indemnifying Party intends, at the sole cost and expense of the Indemnifying Party, to assume the defense of the Indemnified Party against the Third Party Claim. Should the Indemnifying Party elect to assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses incurred by the Indemnified Party in writing connection with the defense thereof, except as provided by Section 7.3(a)(ii). (ii) If the Indemnifying Party notifies the Indemnified Party within the Notice Period that the Indemnifying Party intends to defend the Indemnified Party against the Third Party Claim, then the Indemnifying Party will have the right and obligation to defend, at its sole cost and expense, the Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted in good faith by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party (with the consent of the Indemnified Party, which consent shall not be unreasonably withheld). The Indemnifying Party will have full control of such factdefense and proceedings (including the selection of legal counsel); provided, however, that the rights of the Indemnified Party shall not be forfeited by may file during the failure to give Notice Period, at the Indemnifying Party notice to the extent that said failure does not have a material sole cost and adverse effect on the defense of the matter. The Indemnifying Party shall assume on behalf expense of the Indemnified Party, any motion, answer or other pleading that the Indemnified Party may deem necessary or appropriate to protect its interests and conduct with due diligence and in good faith, the defense thereof with counsel reasonably satisfactory not prejudicial to the Indemnified Indemnifying Party; provided, further, however, that, if requested by the Indemnifying Party, the Indemnified Party shall cooperate, at the sole cost and expense of the Indemnifying Party, with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest or, if appropriate, in making any counterclaim or cross-claim against any Person (other than the Indemnified Party). Such cooperation shall include the retention and (upon the Indemnifying Party’s request) the provision to the Indemnifying Party of Books and Records and information that are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided thereunder. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to this Section 7.3(a)(ii) and, except as provided in this Section 7.3(a)(ii), the Indemnified Party will bear its own costs and expenses with respect to such participation. Notwithstanding the foregoing, the Indemnifying Party may not assume the defense of the Third Party Claim if (1) the Persons against whom the claim is made, or any impleaded Persons, include both the Indemnifying Party and any Indemnified Party, and (2) the Indemnified Party shall have been advised by counsel that there are one or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnifying Party and, in the reasonable opinion of the Indemnified Party, representation of both such Persons by the same counsel would be inappropriate due to conflicting interests between them, in which case any Indemnified Party shall have the right to defend the Third Party Claim and to employ counsel (reasonably acceptable to the Indemnifying Party) at the expense of the Indemnifying Party (such instance a “Conflicted Indemnification”). (iii) If the Indemnifying Party fails to notify the Indemnified Party within the Notice Period that the Indemnifying Party intends to defend the Indemnified Party against the Third Party Claim, or if the Indemnifying Party gives such notice but fails to prosecute in good faith or settle the Third Party Claim, or if the Indemnifying Party fails to give any notice whatsoever within the Notice Period, then the Indemnified Party will have the right (but not the obligation) to defend, at the sole cost and expense of the Indemnifying Party (it being understood that the Indemnifying Party shall not settle any such action or investigation unless approved only be liable for the reasonable, documented fees and expenses of one counsel for the Indemnified Party), the Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted in good faith by the Indemnified Party to a final conclusion or settled at the discretion of the Indemnified Party (with the consent of the Indemnifying Party, which approval consent shall not be unreasonably withheld). Notwithstanding In any such instance, the foregoingIndemnified Party will have full control of such defense and proceedings, including any compromise or settlement thereof; provided, however, that, if requested by the Indemnified Party, the Indemnifying Party shall cooperate, at the sole cost and expense of the Indemnifying Party, with the Indemnified Party and its counsel in contesting the Third Party Claim which the Indemnified Party is contesting, or, if appropriate and related to the Third Party Claim in question, in making any counterclaim or cross claim against any Person (aother than the Indemnifying Party). (iv) If the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party disputes its obligation to indemnify the Indemnified Party against the Third Party Claim, and if such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party will not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to Section 7.3(a) or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party will reimburse the Indemnifying Party in full for all reasonably incurred costs and expenses. (b) In the event any Indemnified Party should have a claim against any Indemnifying Party that is not a Third Party Claim, the Indemnified Party shall have deliver a written notice (an “Indemnity Notice”) with reasonable promptness to the right Indemnifying Party specifying the nature of and specific basis for the claim and, to the extent then feasible, the amount or the estimated amount of the claim together with any other information reasonably requested by the Indemnifying Party. The failure by any Indemnified Party to give timely notice referred to in the preceding sentence shall not impair such Person’s rights hereunder except to the extent that an Indemnifying Party demonstrates that it has been materially prejudiced thereby; provided, that if the failure to provide such notice causes the amount to be represented in paid pursuant to such indemnification to be greater than it otherwise would have been, the Indemnifying Party shall not be obligated for any such action or investigation by advisory counsel of its own selection and at its own expense, and (b) if excess amounts. If the Indemnifying Party does not notify the Indemnified Party shall have reasonably concluded within twenty (20) calendar days following its receipt of the Indemnity Notice that (i) there may be legal defenses available to it that are different from, or additional to, or inconsistent with, those available to the Indemnifying PartyParty disputes its obligation to indemnify the Indemnified Party hereunder, the claim will be conclusively deemed a liability of the Indemnifying Party hereunder. (c) If the Indemnifying Party timely disputes its liability with respect to a claim described in a Claim Notice or (ii) there exists a conflict of interest between an Indemnity Notice, the Indemnifying Party and the Indemnified Party, then, in either case, the Indemnified Party shall have the right proceed promptly and in good faith to select separate counsel to participate in the defense negotiate a resolution of such action on its own behalf and dispute within sixty (60) calendar days following receipt of the Claim Notice or Indemnity Notice. (d) Except where liability is disputed pursuant to Section 7.3(a)(iv) or Section 7.3(c), the Indemnifying Party shall indemnify pay the amount of any Losses to the Indemnified Party for within thirty (30) calendar days following the fees and expenses final resolution of any Third Party Claim or any such separate counselother Claim by the Indemnified Party. If any claim, action, proceeding or investigation arises as to which In the indemnity provided for in Section 23.1, 23.2 or 23.3 applies and the Indemnifying Party fails to assume the defense of such claim, action, proceeding or investigation, then event the Indemnified Party may, at is not paid in full for its claim in a timely manner after the Indemnifying Party’s expenseobligation to indemnify and the amount thereof has been finally determined, contest the amount due shall bear interest from the date that the Loss was incurred until paid at the Discount Rate. (e) Any estimated amount of a Claim submitted in a Claim Notice or settle an Indemnity Notice shall not be conclusive of the final amount of such claimClaim, and the Indemnifying Party shall remain obligated to indemnify giving of a Claim Notice when an Indemnity Notice is properly due, or the Indemnified Party for any and all lossesgiving of an Indemnity Notice when a Claim Notice is properly due, damages, and liability (including, without limitation, attorneys’ fees and expenses) associated therewith. The payment of the indemnity pursuant to this Section 23.5 shall not be predicated on impair such Indemnified Party’s rights hereunder except to the Indemnified Party having made payment on any suit, action, loss, damage, claim or liabilityextent otherwise specified herein.

Notice and Procedure. Promptly All claims for indemnification by any Indemnified Party against an Indemnifying Party under this Article shall be asserted and resolved as follows: (i) If any claim or demand for which an Indemnifying Party would be liable for Losses to an Indemnified Party is alleged or asserted by a Person other than any Buyer’s Indemnified Person or Seller’s Indemnified Person (a “Third Party Claim”), the Indemnified Party shall deliver a Claim Notice with reasonable promptness to the Indemnifying Party, together with a copy of all papers served, if any, and specifying the nature of and alleged basis for the Third Party Claim and, to the extent then feasible, the alleged amount or the estimated amount of the Third Party Claim. If the Indemnified Party fails to deliver the Claim Notice to the Indemnifying Party within 30 days after the Indemnified Party receives any claim or notice of such Third Party Claim, the commencement Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party’s ability to defend the Third Party Claim has been irreparably prejudiced by such failure. The Indemnifying Party will notify the Indemnified Party within ten days after receipt of any actionthe Claim Notice (the “Notice Period”) whether the Indemnifying Party intends, administrative or legal proceedingat the sole cost and expense of the Indemnifying Party, or investigation as to defend the Indemnified Party against the Third Party Claim. The assumption by the Indemnifying Party of the defense of the Third Party Claim constitutes an admission by the Indemnifying Party that the claim is one for which the indemnity Indemnifying Party is ultimately liable under this Article. (i) If the Indemnifying Party notifies the Indemnified Party within the Notice Period that the Indemnifying Party intends to defend the Indemnified Party against the Third Party Claim, then the Indemnifying Party will have the right to defend, at its sole cost and expense, the Third Party Claim by all appropriate proceedings, which proceedings will be diligently prosecuted by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party (with the consent of the Indemnified Party). The Indemnifying Party will have full control of such defense and proceedings; provided for that the Indemnified Party may file during the Notice Period, at the sole cost and expense of the Indemnified Party, any motion, answer or other pleading that the Indemnified Party may deem necessary or appropriate to protect its interests and not irrevocably prejudicial to the Indemnifying Party (it being understood and agreed that, except as provided in Sections 23.1 through 23.3 may applySection 9.03(a)(iii), if an Indemnified Party takes any such action that is irrevocably prejudicial and conclusively causes a final adjudication that is materially adverse to the Indemnifying Party, the Indemnifying Party will be relieved of its obligations hereunder with respect to that portion of the Third Party Claim prejudiced by the Indemnified Party’s action); and provided further that, if requested by the Indemnifying Party, the Indemnified Party shall notify cooperate, at the sole cost and expense of the Indemnifying Party, with the Indemnifying Party and its counsel in writing of such fact; provided, however, contesting any Third Party Claim that the rights Indemnifying Party elects to contest or, if appropriate in the judgment of the Indemnified Party shall and related to the Third Party Claim, in making any counterclaim or cross-claim against any Person (other than the Indemnified Party). The Indemnified Party may participate in, but not be forfeited control, any defense or settlement of any Third Party Claim assumed by the failure to give the Indemnifying Party notice pursuant to this Section 9.03(a)(ii) and, except as provided in the extent that said failure does preceding sentence, the Indemnified Party will bear its own costs and expenses with respect to such participation. Notwithstanding the foregoing, the Indemnifying Party may not have a material and adverse effect on assume the defense of the matter. The Indemnifying Third Party shall assume Claim on behalf of the Indemnified Party if (1) the Persons against whom the claim is made, or any impleaded Persons, include both the Indemnifying Party and any Indemnified Party, and conduct with due diligence and in good faith, the defense thereof with counsel reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party shall not settle any (2) representation of both such action or investigation unless approved Persons by the Indemnified Party (same counsel would be inappropriate due to actual or potential differing interests between them, in which approval shall not be unreasonably withheld). Notwithstanding the foregoing, (a) the case any Indemnified Party shall have the right to be represented in any such action or investigation by advisory counsel of defend the Third Party Claim on its own selection behalf and to employ counsel at the expense of the Indemnifying Party. (ii) If the Indemnifying Party fails to notify the Indemnified Party within the Notice Period that the Indemnifying Party intends to defend the Indemnified Party against the Third Party Claim, or if the Indemnifying Party gives such notice but fails to diligently prosecute or settle the Third Party Claim, or if the Indemnifying Party fails to give any notice whatsoever within the Notice Period, then the Indemnified Party will have the right (but not the obligation) to defend, at the sole cost and expense of the Indemnifying Party, the Third Party Claim by all appropriate proceedings, which proceedings will be diligently prosecuted by the Indemnified Party to a final conclusion or settled at the discretion of the Indemnified Party. The Indemnified Party will have full control of such defense and proceedings, including any compromise or settlement thereof; provided that, if requested by the Indemnified Party, the Indemnifying Party shall cooperate, at the sole cost and expense of the Indemnifying Party, with the Indemnified Party and its counsel in contesting the Third Party Claim which the Indemnified Party is contesting, or, if appropriate and related to the Third Party Claim in question, in making any counterclaim or cross claim against any Person (other than the Indemnifying Party). (iii) Notwithstanding the foregoing provisions of Section 9.03(a)(iii), if the Indemnifying Party notifies the Indemnified Party within the Notice Period that the Indemnifying Party disputes its obligation to indemnify the Indemnified Party against the Third Party Claim, and if such dispute is resolved pursuant to Section 9.03(c) in favor of the Indemnifying Party, the Indemnifying Party will not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to Section 9.03(a)(iii) or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party will reimburse the Indemnifying Party in full for all such costs and expenses. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to Section 9.03(a)(iii), but the Indemnifying Party will bear its own expense, costs and expenses with respect thereto if such participation is not at the request of the Indemnified Party. (b) if In the event any Indemnified Party should have a claim against any Indemnifying Party that is not a Third Party Claim, the Indemnified Party shall have reasonably concluded that (i) there may be legal defenses available to it that are different from, or additional to, or inconsistent with, those available deliver an Indemnity Notice with reasonable promptness to the Indemnifying PartyParty specifying the nature of and specific basis for the claim and, to the extent then feasible, the amount or the estimated amount of the claim. The failure by any Indemnified Party to give timely notice referred to in the preceding sentence shall not impair such Person’s rights hereunder except to the extent that an Indemnifying Party demonstrates that it has been irreparably prejudiced thereby. If the Indemnifying Party does not notify the Indemnified Party within twenty days following its receipt of the Indemnity Notice that the Indemnifying Party disputes its obligation to indemnify the Indemnified Party hereunder, the claim will be conclusively deemed a liability of the Indemnifying Party hereunder. (iic) there exists If the Indemnifying Party timely disputes its liability with respect to a conflict of interest between claim described in a Claim Notice or an Indemnity Notice, the Indemnifying Party and the Indemnified Party shall proceed promptly and in good faith to negotiate a resolution of such dispute within 60 days following receipt of the Claim Notice or Indemnity Notice. (d) The Indemnifying Party shall pay the amount of any liability to the Indemnified Party within 30 days following its receipt of a Claim Notice or an Indemnity Notice, or on such later date (i) in the case of a Third Party Claim, as the Indemnified Party suffers Losses in respect of the Third Party Claim, or (ii) in the case of an Indemnity Notice in which the amount of the claim is estimated, promptly after any Losses in respect of such claim are actually incurred by the Indemnified Party. In the event the Indemnified Party is not paid in full for its claim in a timely manner after the Indemnifying Party’s obligation to indemnify and the amount thereof has been determined, thenthe amount due shall bear interest from the date that the Indemnifying Party received the Claim Notice or the Indemnity Notice until paid at the interest rate provided in Section 10.15, and in either caseaddition to any other rights it may have against the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to participate in set-off the defense unpaid amount of such action on its own behalf and the Indemnifying Party shall indemnify the Indemnified Party for the fees and expenses of such separate counsel. If claim against any claim, action, proceeding or investigation arises as amounts owed by it to which the indemnity provided for in Section 23.1, 23.2 or 23.3 applies and the Indemnifying Party fails to assume the defense of such claim, action, proceeding or investigation, then the Indemnified Party may, at the Indemnifying Party’s expense, contest . (e) Any estimated amount of a claim submitted in a Claim Notice or settle an Indemnity Notice shall not be conclusive of the final amount of such claim, and the giving of a Claim Notice when an Indemnity Notice is properly due, or the giving of an Indemnity Notice when a Claim Notice is properly due, shall not impair such Indemnified Party’s rights hereunder except to the extent that an Indemnifying Party shall remain obligated to indemnify the Indemnified demonstrates that it has been irreparably prejudiced thereby. Notice of any claim comprised in part of Third Party for any Claims and all losses, damages, and liability (including, without limitation, attorneys’ fees and expenses) associated therewith. The payment of the indemnity claims that are not Third Party Claims may be given pursuant to this either Section 23.5 shall not be predicated on the Indemnified Party having made payment on any suit, action, loss, damage, claim 9.03(a) or liability9.03(b).

Notice and Procedure. Promptly Any party claiming indemnity hereunder (hereinafter referred to as the “Indemnified party”) shall give the party against whom indemnity is sought (hereinafter referred to as the “Indemnifying party”) prompt written notice after the Indemnified Party receives obtaining knowledge of any claim or the existence of facts as to which recovery may be sought against it in respect of which the Indemnifying party may be liable because of the indemnity provisions set forth in this Section 7.07. If such claim for indemnity arises in connection with a legal action instituted by a third party (hereinafter a “Third Party Claim”), the Indemnified party hereby agrees that, within ten (10) Business Days after it is served with notice of the commencement assertion of any action, administrative or legal proceeding, or investigation as to Third Party Claim for which the it may seek indemnity provided for in Sections 23.1 through 23.3 may applyhereunder, the Indemnified Party shall party will notify the Indemnifying Party party in writing of such factThird Party Claim. The Indemnifying party shall, within ten (10) Business Days after the date that the Indemnified party gives notice of a claim (whether a Third Party Claim or otherwise) as provided above, notify the Indemnified party whether it accepts or contests its obligation of indemnity hereunder as claimed by the Indemnified party. If the claim for indemnity arises in connection with a Third Party Claim and the Indemnifying party accepts its indemnity obligation hereunder, the Indemnifying party shall have the right, after conceding in writing its obligation of indemnity hereunder, to conduct the defense of such action at its sole expense through counsel reasonably acceptable to the Indemnified party. The Indemnified party shall cooperate in such defense as reasonably necessary to enable the Indemnifying party to conduct its defense, including providing the Indemnifying party with reasonable access to such records as may be relevant to its defense. The Indemnifying party shall be entitled to settle any such Third Party Claim without the prior written consent of the Indemnified party provided that the Indemnifying party provides the Indemnified party with reasonable assurances that the Indemnified party will be fully indemnified by the Indemnifying party in connection with any such Third Party Claim. The Indemnified party shall be entitled to retain its own counsel at its own expense in connection with any Third Party Claim that the Indemnifying party has elected to defend. If the Indemnifying party accepts its indemnity obligations hereunder in connection with a Third Party Claim but elects not to conduct the defense thereof, the Indemnified party may defend and/or settle such Third Party Claim and shall be entitled to be indemnified for the full amount of such claim and all costs and expenses, including attorneys’ fees, incurred in connection therewith pursuant to this Section 7.07. If the claim for indemnity arises in connection with a Third Party Claim and the Indemnifying party contests or does not accept its indemnity obligation hereunder, the Indemnified party shall have the right to defend and/or settle such Third Party Claim and thereafter seek indemnity from the other party pursuant to this Section 7.07; provided, however, that the rights Indemnified party shall not settle any such claim without the prior written consent of the Indemnifying party, which consent shall not be unreasonably withheld. If the claim for indemnity arises other than in connection with a Third Party Claim and the Indemnifying party accepts its indemnity obligation hereunder, the Indemnifying party shall, upon the request of the Indemnified Party shall not be forfeited by party, pay the failure to give the Indemnifying Party notice to the extent that said failure does not have a material and adverse effect on the defense full amount of the matter. The Indemnifying Party shall assume on behalf of the Indemnified Party, and conduct with due diligence and in good faith, the defense thereof with counsel reasonably satisfactory such claim to the Indemnified Partyparty or to the third party asserting such claim as directed by the Indemnified party. If the claim for indemnity arises other than in connection with a Third Party Claim and the Indemnifying party contests its indemnity obligation hereunder, the Indemnified party shall have the right to defend, settle or take any other action with respect to such claim and thereafter seek indemnity pursuant to this Section 7.07; provided, however, that the Indemnifying Party Indemnified party shall not settle any such action or investigation unless approved by claim without the Indemnified Party (prior written consent of the Indemnifying party, which approval consent shall not be unreasonably withheld). Notwithstanding the foregoing, (a) the Indemnified Party shall have the right to be represented in any such action or investigation by advisory counsel of its own selection and at its own expense, and (b) if the Indemnified Party shall have reasonably concluded that (i) there may be legal defenses available to it that are different from, or additional to, or inconsistent with, those available to the Indemnifying Party, or (ii) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party, then, in either case, the Indemnified Party shall have the right to select separate counsel to participate in the defense of such action on its own behalf and the Indemnifying Party shall indemnify the Indemnified Party for the fees and expenses of such separate counsel. If any claim, action, proceeding or investigation arises as to which the indemnity provided for in Section 23.1, 23.2 or 23.3 applies and the Indemnifying Party fails to assume the defense of such claim, action, proceeding or investigation, then the Indemnified Party may, at the Indemnifying Party’s expense, contest or settle such claim, and the Indemnifying Party shall remain obligated to indemnify the Indemnified Party for any and all losses, damages, and liability (including, without limitation, attorneys’ fees and expenses) associated therewith. The payment of the indemnity pursuant to this Section 23.5 shall not be predicated on the Indemnified Party having made payment on any suit, action, loss, damage, claim or liability.

Notice and Procedure. Promptly after (A) Any person seeking indemnity under any provision of this Agreement which provides for indemnification from claims by third parties (the Indemnified Party receives "Indemnitee") shall promptly notify the party from whom indemnity is sought (the "Indemnitor") as to (i) the nature of any claim claims, damages, losses or notice of liabilities asserted against the Indemnitee for which the Indemnitee intends to seek indemnity hereunder ("Claims") and (ii) the commencement of any actionsuit or proceeding brought to enforce any Claims. The Indemnitor shall assume the defense of any such suit or other proceeding and the Indemnitee shall cooperate fully, administrative or legal proceedingat the Indemnitor's sole cost and expense, or investigation as and shall be entitled reasonably to which consult with the indemnity Indemnitor with respect to such defense; provided for in Sections 23.1 through 23.3 may apply, the Indemnified Party shall notify the Indemnifying Party in writing of such fact; provided, however, that if the rights defendants in any such action include both the Indemnitor and Indemnitee and the Indemnitee reasonably shall have concluded that there may be a conflict between the positions of the Indemnified Party shall not be forfeited by Indemnitor and the failure to give the Indemnifying Party notice to the extent that said failure does not have a material and adverse effect on Indemnitee in conducting the defense of the matter. The Indemnifying Party shall assume on behalf of the Indemnified Party, and conduct with due diligence and in good faith, the defense thereof with counsel reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party shall not settle any such action or investigation unless approved by the Indemnified Party (which approval shall not be unreasonably withheld). Notwithstanding the foregoing, (a) the Indemnified Party shall have the right to be represented in any such action or investigation by advisory counsel of its own selection and at its own expense, and (b) if the Indemnified Party shall have reasonably concluded that (i) there may be legal defenses available to it that are different from, from or additional to, or inconsistent with, to those available to the Indemnifying Party, or (ii) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party, then, in either caseIndemnitor, the Indemnified Party Indemnitee shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the defense of such action on its own behalf and of such Indemnitee, in which case the Indemnifying Party shall indemnify the Indemnified Party for the reasonable fees and expenses of such separate counsel. If counsel shall be at the expense of the Indemnitor. (B) Indemnitee, at the sole cost and expense of Indemnitor, shall assist and cooperate with Indemnitor in the conduct of litigation, the making of settlements and the enforcement of any claim, action, proceeding or investigation arises as right of contribution to which the indemnity Indemnitee may be entitled from any person or entity in connection with the subject matter of any litigation subject to indemnification hereunder. In addition, Indemnitee shall, upon request by Indemnitor or counsel selected by Indemnitor and at the sole cost and expense of Indemnitor, attend hearings and trials, assist in the securing and giving of evidence, assist in obtaining the presence or cooperation of witnesses, make available its own personnel, and effect settlements; and shall do whatever else is reasonably necessary and appropriate in connection with such litigation. Indemnitee shall not make any demand upon Indemnitor or counsel for Indemnitor in connection with any litigation subject to indemnification hereunder, except a general demand for indemnification as provided for hereunder. Indemnitee shall not, except at its own cost, voluntarily make any payment, assume any obligation, incur any expense, or settle or compromise any claim without the express approval of Indemnitor, in Section 23.1connection with any litigation subject to indemnification hereunder. Notwithstanding the foregoing, 23.2 the Indemnitee shall have the right to join in the defense of any litigation or 23.3 applies claim at such Indemnitee's own cost and expense, and, if the Indemnifying Party fails Indemnitee agrees in writing to assume be bound by and promptly to pay the full amount of any final judgment from which no further appeal may be taken and if the Indemnitor is reasonably assured of the Indemnitee's ability to satisfy such agreement, then, at the option of the Indemnitee, such Indemnitee may take over the defense of such litigation or claim. (C) If the Indemnitee shall fail to notify promptly the Indemnitor as to (i) the nature of any Claims or (ii) the commencement of any suit or proceeding brought to enforce any Claims, actionor the Indemnitee shall fail to perform its obligations as Indemnitee hereunder or to cooperate fully with Indemnitor in Indemnitor's defense of any suit or proceeding, proceeding or investigation, then the Indemnified Party may, at the Indemnifying Party’s expense, contest or settle such claim, and the Indemnifying Party shall remain obligated cooperation to indemnify the Indemnified Party for any and all losses, damages, and liability (includinginclude, without limitation, attorneys’ fees attendance at all depositions and expensesthe provision of all documents relevant, in the Indemnitor's sole discretion, to the defense of any claim, all of which shall be at the sole cost and expense of Indemnitor, then, except where such failure does not have a materially adverse effect on Indemnitor's defense of such claims, Indemnitor shall be released from all of its obligations under this Agreement with respect to that particular suit or proceeding and any other claims which had been raised in such suit or proceeding. (D) associated therewith. The payment of the indemnity pursuant Subject to this Section 23.5 Article 12, any Claims or losses by Buyer related to, connected with or otherwise arising from any offset to its Government Receivables arising from amounts due to the Medicare program by the Owners under the Owner's Cost Reports shall not be predicated on the Indemnified Party having made payment on any suit, action, loss, damage, claim or liabilitypaid by Columbia within three (3) business days of receipt of reasonable proof of such Claims by Columbia.

Notice and Procedure. Promptly Either party claiming indemnity hereunder (hereinafter referred to as the "Indemnified Party") shall give the party against whom indemnity is sought (hereinafter referred to as the "Indemnifying Party") prompt written notice (the "Indemnification Notice") after the Indemnified Party receives obtaining knowledge of any claim or notice the existence of the commencement of any action, administrative or legal proceeding, or investigation facts as to which recovery may be sought against the Indemnifying Party because of the indemnity provided provisions set forth in this Article 10. The Indemnification Notice shall specify the basis for such indemnification claim, shall include the amount of such claim if known, and shall be supported by relevant information and documentation with respect thereto. If the Indemnifying Party does not object in Sections 23.1 through 23.3 may applywriting to such indemnification claim within thirty (30) business days of receiving such Indemnification Notice, the Indemnified Party shall notify be entitled to recover promptly from the Indemnifying Party in writing the amount of such fact; provided, however, that the rights of the Indemnified Party shall not be forfeited claim and no later objection by the failure to give the Indemnifying Party notice to shall be permitted. In the extent that said failure does not have a material and adverse effect on the defense of the matter. The Indemnifying Party shall assume on behalf of the Indemnified Party, and conduct with due diligence and in good faith, the defense thereof with counsel reasonably satisfactory to the Indemnified Party; provided, however, event that the Indemnifying Party shall not settle have timely objected in writing in whole or in part to any such action or investigation unless approved by the Indemnified Party (which approval shall not be unreasonably withheld). Notwithstanding the foregoingIndemnification Notice, (a) the Indemnified Party shall have the right to be represented in any such action or investigation by advisory counsel of its own selection and at its own expense, and (b) if the Indemnified Party shall have reasonably concluded that (i) there may be legal defenses available to it that are different from, or additional to, or inconsistent with, those available to the Indemnifying Party, or (ii) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party, then, Party shall privately attempt to resolve or compromise the claim. If the Indemnifying Party and the Indemnified Party shall have failed to resolve or compromise or agree to postpone resolution of the claim within a period of thirty (30) days from the date the Indemnifying Party shall have objected in either casewriting, the Indemnified Party shall have the right be free to select separate counsel to participate in the defense of such action on its own behalf and the Indemnifying Party shall indemnify the Indemnified Party for the fees and expenses of such separate counsel. If any claim, action, proceeding or investigation arises as to which the indemnity provided for in Section 23.1, 23.2 or 23.3 applies and the Indemnifying Party fails to assume the defense of such claim, action, proceeding or investigation, then the Indemnified Party may, at the Indemnifying Party’s expense, contest or settle such claim, and the Indemnifying Party shall remain obligated to indemnify the Indemnified Party for any and all losses, damages, and liability (including, without limitation, attorneys’ fees and expenses) associated therewith. The payment of the indemnity pursuant to this Section 23.5 shall not be predicated on the Indemnified Party having made payment on any suit, action, loss, damage, claim or liabilityseek a legal remedy.

Notice and Procedure. Promptly All claims for indemnification by any Person against whom claims of indemnification are being asserted (an "Indemnifying Party") under any provision of this Article XI hereof shall be asserted and resolved as follows: 11.3.1 In the event of any claim or demand for which an Indemnifying Party would be liable for Losses to a Person claiming indemnification (an "Indemnified Party") under any provision of this Article XI is asserted against or sought to be collected from such Indemnified Party by a Person other than Buyer or Seller or any affiliate thereof ("Third Party Claim"), the Indemnified Party shall deliver a Claim Notice with reasonable promptness to the Indemnifying Party. If the Indemnified Party fails to provide the Indemnifying Party with the Claim Notice required by the preceding sentence within a reasonable period after the Indemnified Party receives any claim or notice of such Third Party Claim, the commencement of any action, administrative or legal proceeding, or investigation as Indemnifying Party will not be obligated to which the indemnity provided for in Sections 23.1 through 23.3 may apply, indemnify the Indemnified Party shall to the extent that the Indemnifying Party's ability to defend has been irreparably prejudiced by such failure of notice by the Indemnified Party. The Indemnifying Party will notify the Indemnified Party within 10 days of receipt of the Claim Notice ("Notice Period") whether the Indemnifying Party in writing desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against such Third Party Claim. 11.3.2 If the Indemnifying Party notifies the Indemnified Party within the Notice Period that the Indemnifying Party desires to defend the Indemnified Party with respect to the Third Party Claim pursuant to this Section 11.3.2, then the Indemnifying Party will have the right to defend, at its sole cost and expense, such Third Party Claim by all appropriate proceedings, which proceedings will be diligently prosecuted by the Indemnifying Party to a final conclusion or will be settled at the discretion of the Indemnifying Party (with the consent of the Indemnified Party, which consent will not be unreasonably withheld). Assumption by the Indemnifying Party of the defense of such factThird Party Claim constitutes an admission by the Indemnifying Party that the litigation is one for which the Indemnifying Party is required to indemnify the Indemnified Party under this Article XI. The Indemnifying Party will have full control of such defense and proceedings including any compromise or settlement thereof; provided, however, that the rights Indemnified Party may, at the sole cost and expense of the Indemnifying Party, file during the Notice Period any motion, answer, or other pleadings that the Indemnified Party may deem necessary or appropriate to protect its interests and that is not irrevocably prejudicial to the Indemnifying Party (it being understood and agreed that, except as provided in this Section 11.3.2, if an Indemnified Party takes any such action that is irrevocably prejudicial and conclusively causes a final adjudication that is materially adverse to the Indemnifying Party, the Indemnifying Party will be relieved of its obligations hereunder with respect to the portion of such Third Party Claim prejudiced by the Indemnified Party's action); and provided further, that if requested by the Indemnifying Party, the Indemnified Party agrees, at the sole cost and expense of the Indemnifying Party, to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, or, if appropriate in the judgment of the Indemnified Party shall and related to the Third Party Claim in question, in making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person (other than the Indemnified Party or any of any affiliate thereof). The Indemnified Party may participate in, but not be forfeited control, any defense or settlement of any Third Party Claim controlled by the failure to give the Indemnifying Party notice pursuant to the extent that said failure does not have a material and adverse effect on the defense of the matter. The Indemnifying Party shall assume on behalf of the Indemnified Partythis Section 11.3.2, and conduct with due diligence and except as provided in good faiththe preceding sentence, the defense thereof with counsel reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party shall not settle any such action or investigation unless approved by the Indemnified Party (which approval shall not be unreasonably withheld)will bear its own costs and expenses with respect to such participation. Notwithstanding the foregoing, (ai) the Indemnifying Party may not assume the defense if the named parties to the Third Party Claim (including any impleaded parties) include both the Indemnifying Party and any Indemnified Party and representation of both such parties by the same counsel would be inappropriate due to an actual or potential differing interests between them, in which case any Indemnified Party shall have the right to be represented in any such action or investigation by advisory defend the Third Party Claim and to employ counsel at the expense of its own selection and at its own expense, and the Indemnifying Party; (bii) if there is a reasonable probability that a Third Party Claim may materially and adversely affect the Indemnified Party shall have reasonably concluded that (i) there may and such damage will either be legal defenses available to it that are different fromirreparable, or additional tonot compensable by money payments, or inconsistent withif compensable by money damages, those available such money damages will be difficult or impossible to the Indemnifying Party, or (ii) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party, then, in either casecalculate, the Indemnified Party shall have the right, at its own cost and expense, to defend, compromise and settle such claim; and (iii) the Indemnifying Party shall not, without the written consent of the Indemnified Party, settle or compromise any Third Party Claim or consent to the entry of any judgment that does not include as an unconditional term thereof the giving by the claimant to the Indemnified Party of a release from all liability in respect of such Third Party Claim. 11.3.3 If the Indemnifying Party fails to notify the Indemnified Party within the Notice Period that the Indemnifying Party desires to defend the Indemnified Party pursuant to this Article XI, or if the Indemnifying Party gives such notice but fails to prosecute diligently or settle the Third Party Claim, or if the Indemnifying Party fails to give any notice whatsoever within the Notice Period, then the Indemnified Party will have the right (but not the obligation) to select separate defend, at the sole cost and expense of the Indemnifying Party, the Third Party Claim by all appropriate proceedings, which proceedings will be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or will be settled at the discretion of the Indemnified Party. The Indemnified Party will have full control of such defense and proceedings, including any compromise or settlement thereof; provided, however, that if requested by the Indemnified Party, the Indemnifying Party agrees, at the sole cost and expense of the Indemnifying Party, to cooperate with the Indemnified Party and its counsel in contesting any Third Party Claim that the Indemnified Party is contesting, or, if appropriate and relating to the Third Party Claim in question, in making any counterclaim against the Person asserting the Third Party Claim, or any cross-complaint against any Person (other then the Indemnifying Party or any of any affiliate thereof). Notwithstanding the foregoing provisions of this Section 11.3.3, if the Indemnifying Party has notified the Indemnified Party with reasonable promptness that the Indemnifying Party disputes its liability to the Indemnified Party with respect to such Third Party Claim and if such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party will not be required to bear the costs and expenses of the Indemnified Party's defense pursuant to this Section 11.3.3 or of the Indemnifying Party's participation therein at the Indemnified Party's request, and the Indemnified Party will reimburse the Indemnifying Party in full for all costs and expenses incurred by the Indemnifying Party in connection with such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 11.3.3, but the Indemnifying Party will bear its own costs and expenses with respect to such participation. 11.3.4 In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim being asserted against or sought to be collected from the Indemnified Party, the Indemnified Party shall deliver an Indemnity Notice with reasonable promptness to the Indemnifying Party. The failure by any Indemnified Party to give the notice referred to in the defense preceding sentence shall not impair such party's rights hereunder except to the extent that an Indemnifying Party demonstrates that it has been irreparably prejudiced thereby. 11.3.5 If the Indemnifying Party does not notify the Indemnified Party within 10 days following its receipt of a Claim Notice or an Indemnity Notice that the Indemnifying Party disputes its liability to the Indemnified Party hereunder, such action on its own behalf claim specified by the Indemnified Party will be conclusively deemed an indemnification liability of the Indemnifying Party hereunder and the Indemnifying Party shall indemnify pay the amount of such liability to the Indemnified Party for within 30 days following its receipt of a Claim Notice or an Indemnity Notice, or on such later date (i) in the fees and expenses case of a Third Party Claim, as the Indemnified Party suffers Losses in respect of such separate counselThird Party Claim, or (ii) in the case of an Indemnity Notice in which the amount of the claim is estimated, promptly after the amount of such claim becomes finally determined. If any claim, action, proceeding or investigation arises as to which the indemnity provided for in Section 23.1, 23.2 or 23.3 applies and the Indemnifying Party fails has timely disputed its liability with respect to assume the defense of such claim, actionas provided above, proceeding or investigation, then the Indemnifying Party and the Indemnified Party may, at agree to proceed in good faith to negotiate a resolution of such dispute within 60 days following receipt of a Claim Notice or an Indemnity Notice. In the event the Indemnified Party is not paid in full for its claim in a timely manner after the Indemnifying Party’s expense, contest or settle such claim, and the Indemnifying Party shall remain obligated 's obligation to indemnify has been determined in accordance herewith, the Indemnified Party for shall have the right, notwithstanding any and all lossesother rights that it may have against the Indemnifying Party, damages, and liability (including, without limitation, attorneys’ fees and expenses) associated therewith. The payment to set-off the unpaid amount of any such claim against any amounts owed by it to the indemnity pursuant to this Section 23.5 shall not be predicated on the Indemnified Party having made payment on any suit, action, loss, damage, claim or liabilityIndemnifying Party.

Notice and Procedure. Promptly Global-E (hereinafter referred to as the "Indemnified Party") shall give NowAuto (hereinafter referred to as the "Indemnifying Party") prompt written notice after the Indemnified Party receives obtaining knowledge of any claim or notice the existence of the commencement of any action, administrative or legal proceeding, or investigation facts as to which recovery may be sought against it in respect of which the Indemnifying Party may be liable because of the indemnity provided provisions set forth in this Section 11. If such claim for indemnity arises in Sections 23.1 through 23.3 may applyconnection with a legal action instituted by a third party (hereinafter a "Third Party Claim"), the Indemnified Party shall hereby agrees that, within ten business days after it is served with notice of the assertion of any Third Party Claim for which it may seek indemnity hereunder, the Indemnified Party will notify the Indemnifying Party in writing of such fact; providedThird Party Claim. 11.3.1. The Indemnifying Party shall, however, within ten business days after the date that the rights of the Indemnified Party shall not be forfeited gives notice of a claim (whether a Third Party Claim or otherwise) as provided above, notify the Indemnified Party whether it accepts or contests its obligation of indemnity hereunder as claimed by the failure to give Indemnified Party. 11.3.2. If the claim for indemnity arises in connection with a Third Party Claim and the Indemnifying Party notice accepts its indemnity obligation hereunder, the Indemnifying Party shall have the right, after conceding in writing its obligation of indemnity hereunder, to the extent that said failure does not have a material and adverse effect on conduct the defense of such action at its sole expense through counsel reasonably acceptable to the matterIndemnified Party. The Indemnified Party shall cooperate in such defense as reasonably necessary to enable the Indemnifying Party to conduct its defense, including providing the Indemnifying Party with reasonable access to such records as may be relevant to its defense. The Indemnifying Party shall assume on behalf be entitled to settle any such Third Party Claim without the prior written consent of the Indemnified Party, and conduct with due diligence and in good faith, the defense thereof with counsel reasonably satisfactory to the Indemnified Party; provided, however, Party provided that the Indemnifying Party shall not settle any such action or investigation unless approved by provides the Indemnified Party (which approval shall not be unreasonably withheld). Notwithstanding the foregoing, (a) with reasonable assurances that the Indemnified Party shall have will be fully indemnified by the right to be represented Indemnifying Party in connection with any such action or investigation by advisory counsel of Third Party Claim. The Indemnified Party shall be entitled to retain its own selection and counsel at its own expenseexpense in connection with any Third Party Claim that the Indemnifying Party has elected to defend. If the Indemnifying Party accepts its indemnity obligations hereunder in connection with a Third Party Claim but elects not to conduct the defense thereof, and (b) if the Indemnified Party may defend and/or settle such Third Party Claim and shall have reasonably concluded that (i) there may be legal defenses available entitled to it that are different frombe indemnified for the full amount of such claim and all costs and expenses, or additional toincluding attorneys' fees, or inconsistent with, those available incurred in connection therewith pursuant to this Section 11.3.2. 11.3.3. If the Indemnifying Party, or (ii) there exists claim for indemnity arises in connection with a conflict of interest between Third Party Claim and the Indemnifying Party and the Indemnified Party, then, in either casecontests or does not accept its indemnity obligation hereunder, the Indemnified Party shall have the right to select separate counsel defend and/or settle such Third Party Claim and thereafter seek indemnity from the other party pursuant to participate this Section 11.3.3, however, that the Indemnified Party shall not settle any such claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. 11.3.4. If the claim for indemnity arises other than in the defense of such action on its own behalf connection with a Third Party Claim and the Indemnifying Party shall indemnify accepts its indemnity obligation hereunder, the Indemnifying Party shall, upon the request of the Indemnified Party, pay the full amount of such claim to the Indemnified Party for or to the fees and expenses of third party asserting such separate counselclaim as directed by the Indemnified Party. If any claim, action, proceeding or investigation the claim for indemnity arises as to which the indemnity provided for other than in Section 23.1, 23.2 or 23.3 applies connection with a Third Party Claim and the Indemnifying Party fails to assume the defense of such claimcontests its indemnity obligation hereunder, action, proceeding or investigation, then the Indemnified Party mayshall have the right to defend, at the Indemnifying Party’s expense, contest settle or settle take any other action with respect to such claim, claim and the Indemnifying Party shall remain obligated to indemnify the Indemnified Party for any and all losses, damages, and liability (including, without limitation, attorneys’ fees and expenses) associated therewith. The payment of the thereafter seek indemnity pursuant to this Section 23.5 11.3.4.; provided, however, that the Indemnified Party shall not settle any such claim without the prior written consent of the Indemnifying Party, which consent shall not be predicated on the Indemnified Party having made payment on any suit, action, loss, damage, claim or liabilityunreasonably withheld.

Notice and Procedure. Promptly All claims for indemnification by any Indemnified Party against an Indemnifying Party under this Article VIII shall be asserted and resolved as follows: (a) If any claim or demand for which an Indemnifying Party would be liable for Losses to an Indemnified Party is alleged or asserted by a Person other than any of Purchaser’s Indemnified Persons or any of Seller’s Indemnified Persons (a “Third Party Claim”), the Indemnified Party shall deliver written notice (a “Claim Notice”) promptly to the Indemnifying Party, together with a copy of all papers served, if any, and specifying the nature of and alleged basis for the Third Party Claim and, to the extent then feasible, the alleged amount or the estimated amount of the Third Party Claim. If the Indemnified Party fails to deliver the Claim Notice to the Indemnifying Party within 15 calendar days after the Indemnified Party receives any claim or notice of such Third Party Claim, the commencement Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim if, and only to the extent that, the Indemnifying Party’s ability to defend the Third Party Claim has been prejudiced by such failure. The Indemnifying Party will notify the Indemnified Party within 30 calendar days after receipt of the Claim Notice (the “Notice Period”) whether the Indemnifying Party intends, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against the Third Party Claim. Should the Indemnifying Party elect to assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for any action, administrative or legal proceeding, or investigation as to which expenses subsequently incurred by the indemnity provided for Indemnified Party in Sections 23.1 through 23.3 may applyconnection with the defense thereof. (b) In the event any Indemnified Party should have a claim against any Indemnifying Party that is not a Third Party Claim, the Indemnified Party shall notify deliver a written notice (an “Indemnity Notice”) with reasonable promptness to the Indemnifying Party in writing specifying the nature of such fact; providedand specific basis for the claim and, howeverto the extent then feasible, that the rights amount or the estimated amount of the claim. The failure by any Indemnified Party to give timely notice referred to in the preceding sentence shall not be forfeited by the failure to give the Indemnifying Party notice impair such Person’s rights hereunder except to the extent that said failure does not have a material and adverse effect on the defense of the matter. The an Indemnifying Party shall assume on behalf of the Indemnified Party, and conduct with due diligence and in good faith, the defense thereof with counsel reasonably satisfactory to the Indemnified Party; provided, however, demonstrates that it has been significantly prejudiced thereby. (c) If the Indemnifying Party shall not settle any such action disputes its liability with respect to a claim described in a Claim Notice or investigation unless approved by the Indemnified Party (which approval shall not be unreasonably withheld). Notwithstanding the foregoingan Indemnity Notice, (a) the Indemnified Party shall have the right to be represented in any such action or investigation by advisory counsel of its own selection and at its own expense, and (b) if the Indemnified Party shall have reasonably concluded that (i) there may be legal defenses available to it that are different from, or additional to, or inconsistent with, those available to the Indemnifying Party, or (ii) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party, then, in either case, the Indemnified Party shall have the right proceed promptly and in good faith to select separate counsel to participate in the defense negotiate a resolution of such action on its own behalf and dispute within 60 calendar days following receipt of the Claim Notice or Indemnity Notice. (d) Except where liability is disputed pursuant to Section 8.5(c), the Indemnifying Party shall indemnify pay the amount of any liability to the Indemnified Party for within 30 calendar days following the fees and expenses final resolution of any Third Party Claim or any such other Claim by the Indemnified Party. (e) Any estimated amount of a Claim submitted in a Claim Notice or an Indemnity Notice shall not be conclusive of the final amount of such separate counsel. If any claim, action, proceeding or investigation arises as to which the indemnity provided for in Section 23.1, 23.2 or 23.3 applies and the Indemnifying Party fails to assume the defense of such claim, action, proceeding or investigation, then the Indemnified Party may, at the Indemnifying Party’s expense, contest or settle such claimClaim, and the giving of a Claim Notice when an Indemnity Notice is properly due, or the giving of an Indemnity Notice when a Claim Notice is properly due, shall not impair such Indemnified Party’s rights hereunder except to the extent that an Indemnifying Party shall remain obligated to indemnify the Indemnified Party for any and all losses, damages, and liability (including, without limitation, attorneys’ fees and expenses) associated therewith. The payment of the indemnity pursuant to this Section 23.5 shall not be predicated on the Indemnified Party having made payment on any suit, action, loss, damage, claim or liabilitydemonstrates that it has been prejudiced thereby.

Notice and Procedure. Promptly after In order for the Indemnified Party receives party from whom indemnity may be sought (the "Indemnitor") to be fully informed at all times concerning its possible obligations to give indemnity to the claimant thereof under the provisions of this Article IX (the "Indemnitee") and to permit the amount thereof to be minimized, if the Indemnitee suffers or is threatened with or incurs any claim loss, damage or notice of the commencement of any action, administrative or legal proceeding, or investigation as expense for which it would be entitled to which the indemnity provided for in Sections 23.1 through 23.3 may applybe indemnified, the Indemnified Party Indemnitee shall notify the Indemnifying Party in writing of such fact; provided, however, that the rights of the Indemnified Party shall not be forfeited by the failure to promptly give the Indemnifying Party written notice to the extent that said failure does not have Indemnitor (together with a material and adverse effect on the defense copy of the matter. The Indemnifying Party shall assume on behalf of the Indemnified Party, and conduct with due diligence and in good faith, the defense thereof with counsel reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party shall not settle any such action or investigation unless approved by the Indemnified Party (which approval shall not be unreasonably withheld). Notwithstanding the foregoing, (a) the Indemnified Party shall have the right to be represented in any such action or investigation by advisory counsel of its own selection and at its own expense, and (b) if the Indemnified Party shall have reasonably concluded that (i) there may be legal defenses available to it that are different from, or additional to, or inconsistent with, those available to the Indemnifying Party, or (ii) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party, then, in either case, the Indemnified Party shall have the right to select separate counsel to participate in the defense of such action on its own behalf and the Indemnifying Party shall indemnify the Indemnified Party for the fees and expenses of such separate counsel. If any claim, actionprocess or other legal pleading) after obtaining knowledge of any claim, proceeding or investigation arises as to which and if such indemnity shall arise from the indemnity provided for in Section 23.1claim of a third party, 23.2 or 23.3 applies and the Indemnifying Party fails shall permit Indemnitor to assume the defense of any such claim, action, proceeding claim or investigation, then the Indemnified Party may, at the Indemnifying Party’s expense, contest or settle any litigation resulting from such claim, and the Indemnifying Party shall remain obligated to indemnify the Indemnified Party for any and all losses, damages, and liability (including, without limitation, attorneys’ fees and expenses) associated therewith. The payment claim with counsel of the indemnity pursuant to this Section 23.5 Indemnitor's own choosing, provided that Indemnitee shall not be predicated on required to permit Indemnitor to assume the Indemnified Party having made payment on defense of any suitthird party claim which if not first paid, actiondischarged or otherwise complied with would result in the interruption or cessation of the conduct or operation of the Company's Business or any material part thereof or otherwise materially adversely affect the Company's Business or assets. Notwithstanding the foregoing notice requirement, lossthe right to indemnification hereunder shall not be affected by any delay by Indemnitee in giving such notice unless, damageand then only to the extent that, the rights and remedies of Indemnitor shall have been prejudiced as a result of the delay in giving such notice. Failure of the Indemnitor to give notice to the Indemnitee of Indemnitor's election to assume or not to assume the defense of any such claim or liabilityaction by a third party within ten business days after notice thereof (accompanied by the information required by this Section) shall have been given to Indemnitor, shall be deemed a waiver of its right to defend such claim or action.

Notice and Procedure. Promptly All claims for indemnification by any Indemnified Party against an Indemnifying Party under this Article 9 shall be asserted and resolved as follows: (i) If any claim or demand for which an Indemnifying Party would be liable for Losses to an Indemnified Party is alleged or asserted by a Person other than any Buyer Indemnitee or any Seller Indemnitee (a "Third Party Claim"), the Indemnified Party shall deliver a Claim Notice with reasonable promptness to the Indemnifying Party, together with a copy of all papers served, if any, and specifying the nature of and alleged basis for the Third Party Claim and, to the extent then feasible, the alleged amount or the estimated amount of the Third Party Claim. In the event of a claim which may result in payment under the Applicable Insurance, if any, the Indemnified Party shall deliver the aforementioned information and a proof of loss statement to the Applicable Insurance carrier(s). If the Indemnified Party fails to deliver the Claim Notice to the Indemnifying Party within thirty (30) days after the Indemnified Party receives any claim or notice of such Third Party Claim, the commencement of any action, administrative or legal proceeding, or investigation as Indemnifying Party will not be obligated to which the indemnity provided for in Sections 23.1 through 23.3 may apply, indemnify the Indemnified Party shall with respect to such Third Party Claim, if and only to the extent that the Indemnifying Party's ability to defend the Third Party Claim has been irreparably prejudiced by such failure. The Indemnifying Party will notify the Indemnified Party within fifteen (15) days after receipt of the Claim Notice (the "Notice Period") whether the Indemnifying Party in writing intends, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against the Third Party Claim. (ii) If the Indemnifying Party notifies the Indemnified Party within the Notice Period that the Indemnifying Party intends to defend the Indemnified Party against the Third Party Claim, then the Indemnifying Party will have the right to defend, at its sole cost and expense, the Third Party Claim by all appropriate proceedings, which proceedings will be diligently prosecuted by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party (with the consent of the Indemnified Party). The Indemnifying Party will have full control of such factdefense and proceedings; provided, however, that the rights Indemnified Party may file until the expiration of the Indemnified Party shall not be forfeited by Notice Period, at the failure to give the Indemnifying Party notice to the extent that said failure does not have a material sole cost and adverse effect on the defense of the matter. The Indemnifying Party shall assume on behalf expense of the Indemnified Party, any motion, answer or other pleading that the Indemnified Party may deem necessary or appropriate to protect its interests and conduct with due diligence that is not irrevocably prejudicial to the Indemnifying Party (it being understood and agreed that, except as provided in good faithSection 9.3(a)(iii), if an Indemnified Party takes any such action that is irrevocably prejudicial and conclusively causes a final adjudication that is materially adverse to the Indemnifying Party, the defense thereof Indemnifying Party will be relieved of its obligations hereunder with counsel reasonably satisfactory respect to that portion of the Third Party Claim prejudiced by the Indemnified Party's action); provided, further, however, that, if requested by the Indemnifying Party, the Indemnified Party shall cooperate, at the sole cost and expense of the Indemnifying Party, with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party shall not settle any such action or investigation unless approved by elects to contest or, if appropriate in the judgment of the Indemnified Party and related to the Third Party Claim, in making any counterclaim or cross-claim against any Person (which approval shall other than the Indemnified Party). The Indemnified Party may participate in, but not be unreasonably withheld)control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to this Section 9.3(a)(ii) and, except as provided in the preceding sentence, the Indemnified Party will bear its own costs and expenses with respect to such participation. Notwithstanding the foregoing, the Indemnifying Party may not assume the defense of the Third Party Claim if (a1) the Persons against whom the claim is made, or any impleaded Persons, include both the Indemnifying Party and any Indemnified Party, and (2) representation of both such Persons by the same counsel would be inappropriate due to actual or potential differing interests between them, in which case any Indemnified Party shall have the right to defend the Third Party Claim and to employ counsel at the expense of the Indemnifying Party. (iii) If the Indemnifying Party fails to notify the Indemnified Party within the Notice Period that the Indemnifying Party intends to defend the Indemnified Party against the Third Party Claim, or if the Indemnifying Party gives such notice but fails to diligently prosecute or settle the Third Party Claim, then the Indemnified Party will have the right (but not the obligation) to defend, at the sole cost and expense of the Indemnifying Party, the Third Party Claim by all appropriate proceedings, which proceedings will be represented diligently prosecuted by the Indemnified Party to a final conclusion or settled at the discretion of the Indemnified Party. The Indemnified Party will have full control of such defense and proceedings, including any compromise or settlement thereof; provided, however, that, if requested by the Indemnified Party, the Indemnifying Party shall cooperate, at the sole cost and expense of the Indemnifying Party, with the Indemnified Party and its counsel in contesting the Third Party Claim which the Indemnified Party is contesting, or, if appropriate and related to the Third Party Claim in question, in making any counterclaim or cross claim against any Person (other then the Indemnifying Party). (iv) Notwithstanding Section 9.3(a)(iii), if the Indemnifying Party notifies the Indemnified Party within the Notice Period that the Indemnifying Party disputes its obligation to indemnify the Indemnified Party against the Third Party Claim, and if such action dispute is resolved pursuant to Section 9.3(c) in favor of the Indemnifying Party, the Indemnifying Party will not be required to bear the costs and expenses of the Indemnified Party's defense pursuant to Section 9.3(a)(iii) or investigation of the Indemnifying Party's participation therein at the Indemnified Party's request, and the Indemnified Party will reimburse the Indemnifying Party in full for all such costs and expenses. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by advisory counsel of the Indemnified Party pursuant to Section 9.3(a)(iii), but the Indemnifying Party will bear its own selection costs and expenses with respect thereto if such participation is not at its own expense, and the request of the Indemnified Party. (b) if In the event any Indemnified Party should have a claim against any Indemnifying Party that is not a Third Party Claim, the Indemnified Party shall have reasonably concluded that (i) there may be legal defenses available to it that are different from, or additional to, or inconsistent with, those available deliver an Indemnity Notice with reasonable promptness to the Indemnifying PartyParty specifying the nature of and specific basis for the claim and, to the extent then feasible, the amount or the estimated amount of the claim. The failure by any Indemnified Party to give timely notice referred to in the preceding sentence shall not impair such Person's rights hereunder except to the extent that an Indemnifying Party demonstrates that it has been irreparably prejudiced thereby. If the Indemnifying Party does not notify the Indemnified Party within 30 days following its receipt of the Indemnity Notice that the Indemnifying Party disputes its obligation to indemnify the Indemnified Party hereunder, the claim will be conclusively deemed a liability of the Indemnifying Party hereunder. (iic) there exists If the Indemnifying Party timely disputes its liability with respect to a conflict of interest between claim described in a Claim Notice or an Indemnity Notice, the Indemnifying Party and the Indemnified Party, then, in either case, the Indemnified Party shall have the right proceed promptly and in good faith to select separate counsel to participate in the defense negotiate a resolution of such action on its own behalf and the Indemnifying Party shall indemnify the Indemnified Party for the fees and expenses of such separate counsel. If any claim, action, proceeding or investigation arises as to which the indemnity provided for in Section 23.1, 23.2 or 23.3 applies and the Indemnifying Party fails to assume the defense of such claim, action, proceeding or investigation, then the Indemnified Party may, at the Indemnifying Party’s expense, contest or settle such claim, and the Indemnifying Party shall remain obligated to indemnify the Indemnified Party for any and all losses, damages, and liability (including, without limitation, attorneys’ fees and expenses) associated therewith. The payment dispute within 60 days following receipt of the indemnity Claim Notice or Indemnity Notice and, if such dispute is not resolved through negotiations during such 60-day period, it shall be resolved pursuant to the provisions of Section 11.5 of this Section 23.5 shall not be predicated on the Indemnified Party having made payment on any suit, action, loss, damage, claim or liabilityAgreement.

Notice and Procedure. Promptly Each party entitled to indemnification under this Section 10.09 (each, an “Indemnified Party”) shall give written notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party receives any claim or notice of the commencement of any action(whose approval shall not unreasonably be withheld), administrative or legal proceeding, or investigation as to which the indemnity provided for in Sections 23.1 through 23.3 may apply, and the Indemnified Party may participate in such defense at such party’s expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall notify not relieve the Indemnifying Party in writing of such fact; provided, however, that the rights of the Indemnified Party shall not be forfeited by its obligations under this Agreement unless the failure to give the such notice is materially prejudicial to an Indemnifying Party notice Party’s ability to the extent that said failure does not have a material defend such action and adverse effect on the defense of the matter. The Indemnifying Party shall assume on behalf of the Indemnified Party, and conduct with due diligence and in good faith, the defense thereof with counsel reasonably satisfactory to the Indemnified Party; provided, howeverprovided further, that the Indemnifying Party shall not settle 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 defense of any such action claim or investigation unless approved by litigation, shall, except with the consent of each Indemnified Party (which approval whose consent shall not be unreasonably withheld). Notwithstanding , consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the foregoing, (a) giving by the claimant or plaintiff to such Indemnified Party shall have the right of a release from all liability in respect to be represented in any such action or investigation by advisory counsel of its own selection and at its own expense, and (b) if the Indemnified Party shall have reasonably concluded that (i) there may be legal defenses available to it that are different from, or additional to, or inconsistent with, those available to the Indemnifying Party, or (ii) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party, then, in either case, the Indemnified Party shall have the right to select separate counsel to participate in the defense of such action on its own behalf and the Indemnifying Party shall indemnify the Indemnified Party for the fees and expenses of such separate counsel. If any claim, action, proceeding or investigation arises as to which the indemnity provided for in Section 23.1, 23.2 or 23.3 applies and the Indemnifying Party fails to assume the defense of such claim, action, proceeding or investigation, then the Indemnified Party may, at the Indemnifying Party’s expense, contest or settle such claim, and the Indemnifying Party shall remain obligated to indemnify the Indemnified Party for any and all losses, damages, and liability (including, without limitation, attorneys’ fees and expenses) associated therewith. The payment of the indemnity pursuant to this Section 23.5 shall not be predicated on the Indemnified Party having made payment on any suit, action, loss, damage, claim or liabilitylitigation.

Notice and Procedure. Promptly All claims for indemnification by any Person against whom claims of indemnification are being asserted (an "INDEMNIFYING PARTY") under any provision of Article 11 hereof shall be asserted and resolved as follows: (i) If any claim or demand for which an indemnifying party (the "Indemnifying Party") would be liable for Losses to a Buyers' Indemnified Person or a Seller's Indemnified Person, as the case may be (the "INDEMNIFIED PARTY") is asserted against or sought to be collected from the Indemnified Party by a Person other than a Buyer or Seller or any Affiliate thereof (a "THIRD PARTY CLAIM"), the Indemnified Party shall deliver a Claim Notice (as defined below) with reasonable promptness to the Indemnifying Party. If the Indemnified Party fails to deliver the Claim Notice to the Indemnifying Party within thirty (30) days after the Indemnified Party receives any claim or notice of such Third Party Claim, the commencement of any action, administrative or legal proceeding, or investigation as Indemnifying Party will not be obligated to which the indemnity provided for in Sections 23.1 through 23.3 may apply, indemnify the Indemnified Party shall notify the Indemnifying with respect to such Third Party in writing of such fact; provided, however, that the rights of the Indemnified Party shall not be forfeited by the failure to give the Indemnifying Party notice Claim if and only to the extent that said failure does not have a material the Indemnifying Party's ability to defend the Third Party Claim has been irreparably prejudiced by such failure. The Indemnifying Party will notify the Indemnified Party within ten (10) days after receipt of the Claim Notice (the "NOTICE PERIOD") whether the Indemnifying Party intends, at the sole cost and adverse effect on expense of the Indemnifying Party (but subject to the limitations contained herein), to defend the Indemnified Party against the Third Party Claim. The assumption by the Indemnifying Party of the defense of the matter. The Third Party Claim shall not constitute an admission by the Indemnifying Party shall assume on behalf that the claim is one for which the Indemnifying Party is ultimately liable under this Article 11 to the extent provided herein. (ii) If the Indemnifying Party notifies the Indemnified Party within the Notice Period that the Indemnifying Party intends to defend the Indemnified Party against the Third Party Claim, then the Indemnifying Party will have the right to defend, at its sole cost and expense (but subject to the limitations contained herein), the Third Party Claim by all appropriate proceedings, which proceedings will be diligently prosecuted by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party (with the consent of the Indemnified Party, and conduct with due diligence and in good faith, the defense thereof with counsel reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party shall not settle any such action or investigation unless approved by the Indemnified Party (which approval shall consent will not be unreasonably withheld). The Indemnifying Party will have full control of such defense and proceedings; PROVIDED that the Indemnified Party may file during the Notice Period, at the sole cost and expense of the Indemnified Party, any motion, answer or other pleading that the Indemnified Party may deem necessary or appropriate to protect its interests and not irrevocably prejudicial to the Indemnifying Party (it being understood and agreed that, except as provided in Section 11.5(a)(iii), if an Indemnified Party takes any such action that is irrevocably prejudicial and conclusively causes a final adjudication that is materially adverse to the Indemnifying Party, the Indemnifying Party will be relieved of its obligations hereunder with respect to that portion of the Third Party Claim prejudiced by the Indemnified Party's action); and PROVIDED FURTHER that, if requested by the Indemnifying Party, the Indemnified Party shall cooperate, at the sole cost and expense of the Indemnifying Party, with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest or, if appropriate in the judgment of the Indemnified Party and related to the Third Party Claim, in making any counterclaim or cross-claim against any Person (other than the Indemnified Party). The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to this Section 11.5(a)(ii) and, except as provided in the preceding sentence, the Indemnified Party will bear its own costs and expenses with respect to such participation. Notwithstanding the foregoing, the Indemnifying Party may not assume the defense of the Third Party Claim if (a1) the Persons against whom the claim is made, or any impleaded Persons, include both the Indemnifying Party and any Indemnified Party, and (2) representation of both such Persons by the same counsel would be inappropriate due to actual or potential differing interests between them, in which case any Indemnified Party shall have the right to defend the Third Party Claim and to employ counsel at the expense of the Indemnifying Party, subject to the limitations contained herein. (iii) If the Indemnifying Party fails to notify the Indemnified Party within the Notice Period that the Indemnifying Party intends to defend the Indemnified Party against the Third Party Claim, or if the Indemnifying Party gives such notice but fails diligently to prosecute or settle the Third Party Claim, or if the Indemnifying Party fails to give any notice whatsoever within the Notice Period, then the Indemnified Party will have the right (but not the obligation) to defend, at the sole cost and expense of the Indemnifying Party (subject to the limitations contained herein), the Third Party Claim by all appropriate proceedings, which proceedings will be represented prosecuted diligently by the Indemnified Party to a final conclusion or settled at the discretion of the Indemnified Party. The Indemnified Party will have full control of such defense and proceedings, including any compromise or settlement thereof; PROVIDED that, if requested by the Indemnified Party, the Indemnifying Party shall cooperate, at the sole cost and expense of the Indemnifying Party (subject to the limitations contained herein), with the Indemnified Party and its counsel in contesting the Third Party Claim which the Indemnified Party is contesting, or, if appropriate in the judgment of the Indemnified Party and related to the Third Party Claim, in making any counterclaim or cross claim against any Person (other then the Indemnifying Party). (iv) Notwithstanding the foregoing provisions of Section 11.5(a)(iii), if the Indemnifying Party notifies the Indemnified Party within the Notice Period that the Indemnifying Party disputes its obligation to indemnify the Indemnified Party against the Third Party Claim, and if such dispute is resolved pursuant to Section 11.5(c) in favor of the Indemnifying Party, the Indemnifying Party will not be required to bear the costs and expenses of the Indemnified Party's defense pursuant to this Section 11.5(a)(iii) or of the Indemnifying Party's participation therein at the Indemnified Party's request, and the Indemnified Party will reimburse the Indemnifying Party in full for any such action costs and expenses. The Indemnifying Party may participate in, but not control, any defense or investigation settlement controlled by advisory counsel of the Indemnified Party pursuant to Section 11.5(a)(iii), but the Indemnifying Party will bear its own selection costs and expenses with respect thereto if such participation is not at its own expense, and the request of the Indemnified Party. (b) if In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that is not a Third Party Claim, the Indemnified Party shall have reasonably concluded that deliver an Indemnity Notice (ias defined below) there may be legal defenses available to it that are different from, or additional to, or inconsistent with, those available with reasonable promptness to the Indemnifying Party. The failure by any Indemnified Party to give timely notice referred to in the preceding sentence shall not impair such party's rights hereunder except to the extent that an Indemnifying Party demonstrates that it has been irreparably prejudiced thereby. If the Indemnifying Party fails to notify the Indemnified Party within twenty (20) days following its receipt of the Indemnity Notice that the Indemnifying Party disputes its obligation to indemnify the Indemnified Party hereunder, the claim will be conclusively deemed a liability of the Indemnifying Party hereunder (subject to the limitations contained herein). (c) If the Indemnifying Party timely disputes its liability with respect to a claim described in a Claim Notice or (ii) there exists a conflict of interest between an Indemnity Notice, the Indemnifying Party and the Indemnified Party shall proceed promptly and in good faith to negotiate a resolution of such dispute within sixty (60) days following receipt by the Indemnifying Party of a Claim Notice or an Indemnity Notice. (d) Subject to the limitations contained herein, the Indemnifying Party shall pay the amount of any liability to the Indemnified Party within thirty (30) days following its receipt of a Claim Notice or an Indemnity Notice which is indemnifiable hereunder, or on such later date (i) in the case of a Third Party Claim, as the Indemnified Party suffers Losses in respect of the Third Party Claim, or (ii) in the case of an Indemnity Notice in which the amount of the claim is estimated, promptly after the amount of such claim becomes finally determined to the extent such claim is indemnifiable hereunder. In the event the Indemnified Party is not paid in full for its claim in a timely manner after the Indemnifying Party's obligation to indemnify and the amount thereof has been determined in accordance with this Article 11, thenthe amount due shall bear interest from the date that the Indemnifying Party received the Claim Notice or the Indemnity Notice until paid at the interest rate provided in Section 1.9, and in either caseaddition to any other rights it may have against the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to participate in set-off the defense unpaid amount of such action on its own behalf and the Indemnifying Party shall indemnify the Indemnified Party for the fees and expenses of such separate counsel. If claim against any claim, action, proceeding or investigation arises as amounts owed by it to which the indemnity provided for in Section 23.1, 23.2 or 23.3 applies and the Indemnifying Party fails to assume the defense of such claim, action, proceeding or investigation, then the Indemnified Party may, at the Indemnifying Party’s expense. (e) The term "CLAIM NOTICE" means written notification of a Third Party Claim by an Indemnified Party to an Indemnifying Party under Article 11, contest or settle such claimenclosing a copy of all papers served, if any, and specifying the Indemnifying nature of and alleged basis for the Third Party shall remain obligated Claim and, to indemnify the Indemnified Party for any and all lossesextent then feasible, damages, and liability (including, without limitation, attorneys’ fees and expenses) associated therewith. The payment the alleged amount or the estimated amount of the indemnity pursuant to this Section 23.5 shall not be predicated on the Indemnified Third Party having made payment on any suit, action, loss, damage, claim or liabilityClaim.

Notice and Procedure. Promptly All claims for indemnification by any Person against whom claims of indemnification are being asserted (an “Indemnifying Party”) under any provision of Article 11 hereof shall be asserted and resolved as follows: (a) In the event of any claim or demand for which an Indemnifying Party would be liable for Losses to a Person claiming indemnification (an “Indemnified Party”) under any provision of Article 11 is asserted against or sought to be collected from such Indemnified Party by a Person other than Buyers or Sellers or any Affiliate thereof (“Third Party Claim”), the Indemnified Party shall deliver a Claim Notice with reasonable promptness to the Indemnifying Party. If the Indemnified Party fails to provide the Indemnifying Party with the Claim Notice required by the preceding sentence within a reasonable period after the Indemnified Party receives any claim or notice of such Third Party Claim, the commencement of any action, administrative or legal proceeding, or investigation as Indemnifying Party will not be obligated to which the indemnity provided for in Sections 23.1 through 23.3 may apply, indemnify the Indemnified Party shall to the extent that the Indemnifying Party’s ability to defend has been irreparably prejudiced by such failure of notice by the Indemnified Party. The Indemnifying Party will notify the Indemnified Party within fifteen (15) Business Days after receipt of the Claim Notice (“Notice Period”) whether the Indemnifying Party in writing desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against such Third Party Claim; (b) If the Indemnifying Party notifies the Indemnified Party within the Notice Period that the Indemnifying Party desires to defend the Indemnified Party with respect to the Third Party Claim pursuant to this Section 11.4(b), then the Indemnifying Party will have the right to defend, at its sole cost and expense, such Third Party Claim by all appropriate proceedings, which proceedings will be diligently prosecuted by the Indemnifying Party to a final conclusion or will be settled at the discretion of the Indemnifying Party (with the consent of the Indemnified Party, which consent will not be unreasonably withheld). Assumption by the Indemnifying Party of the defense of such factThird Party Claim constitutes an admission by the Indemnifying Party that the litigation is one for which the Indemnifying Party is required to indemnify the Indemnified Party under this Article 11. The Indemnifying Party will have full control of such defense and proceedings, including any compromise or settlement thereof; provided, however, that the rights Indemnified Party may, at the sole cost and expense of the Indemnifying Party, file during the Notice Period any motion, answer, or other pleadings that the Indemnified Party may deem necessary or appropriate to protect its interests and that is not irrevocably prejudicial to the Indemnifying Party (it being understood and agreed that, except as provided in Section 11.4(c) hereof, if an Indemnified Party takes any such action that is irrevocably prejudicial and conclusively causes a final adjudication that is materially adverse to the Indemnifying Party, the Indemnifying Party will be relieved of its obligations hereunder with respect to the portion of such Third Party Claim prejudiced by the Indemnified Party’s action); and provided further, that if requested by the Indemnifying Party, the Indemnified Party agrees, at the sole cost and expense of the Indemnifying Party, to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, or, if appropriate in the judgment of the Indemnified Party shall and related to the Third Party Claim in question, in making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person (other than the Indemnified Party or any of its Affiliates). The Indemnified Party may participate in, but not be forfeited control, any defense or settlement of any Third Party Claim controlled by the failure to give the Indemnifying Party notice pursuant to the extent that said failure does not have a material and adverse effect on the defense of the matter. The Indemnifying Party shall assume on behalf of the Indemnified Partythis Section 11.4(b), and conduct with due diligence and except as provided in good faiththe preceding sentence, the defense thereof with counsel reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party shall not settle any such action or investigation unless approved by the Indemnified Party (which approval shall not be unreasonably withheld)will bear its own costs and expenses with respect to such participation. Notwithstanding the foregoing, (ai) the Indemnifying Party may not assume the defense if the named parties to the Third Party Claim (including any impleaded parties) include both the Indemnifying Party and any Indemnified Party and representation of both such parties by the same counsel would be inappropriate due to an actual or potential differing interests between them, in which case any Indemnified Party shall have the right to be represented in any such action or investigation by advisory defend the Third Party Claim and to employ counsel at the expense of its own selection and at its own expense, and the Indemnifying Party; (bii) if there is a reasonable probability that a Third Party claim may materially and adversely affect the Indemnified Party shall have reasonably concluded that (i) there may and such damage will either be legal defenses available to it that are different fromirreparable, or additional tonot compensable by money payments, or inconsistent withif compensable by money damages, those available such money damages will be difficult or impossible to the Indemnifying Party, or (ii) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party, then, in either casecalculate, the Indemnified Party shall have the right, at the cost and expense of the Indemnifying Party, to defend, compromise and settle such claim; and (iii) the Indemnifying Party shall not, without the written consent of the Indemnified Party, settle or compromise any Third Party claim or consent to the entry of any judgment which does not include as an unconditional term thereof the giving by the claimant to the Indemnified Party of a release from all liability in respect of such Third Party Claim; (c) If the Indemnifying Party fails to notify the Indemnified Party within the Notice Period that the Indemnifying Party desires to defend the Indemnified Party pursuant to this Article 11, or if the Indemnifying Party gives such notice but fails to prosecute diligently or settle the Third Party Claim, or if the Indemnifying Party fails to give any notice whatsoever within the Notice Period, then the Indemnified Party will have the right (but not the obligation) to select separate defend, at the sole cost and expense of the Indemnifying Party, the Third Party Claim by all appropriate proceedings, which proceedings will be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or will be settled at the discretion of the Indemnified Party. The Indemnified Party will have full control of such defense and proceedings, including any compromise or settlement thereof; provided, however, that if requested by the Indemnified Party, the Indemnifying Party agrees, at the sole cost and expense of the Indemnifying Party, to cooperate with the Indemnified Party and its counsel in contesting any Third Party Claim which the Indemnified Party is contesting, or, if appropriate and relating to the Third Party Claim in question, in making any counterclaim against the Person asserting the Third Party Claim, or any cross-complaint against any Person (other than the Indemnifying Party or any of its affiliates). Notwithstanding the foregoing provisions of this Section 11.4(c), if the Indemnifying Party has notified the Indemnified Party with reasonable promptness that the Indemnifying Party disputes its liability to the Indemnified Party with respect to such Third Party Claim and if such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party will not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this Section 11.4(c) or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party will reimburse the Indemnifying Party in full for all costs and expenses incurred by the Indemnifying Party in connection with such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 11.4(c), but the Indemnifying Party will bear its own costs and expenses with respect to such participation; (d) In the event any Indemnified Party should have a claim for which an Indemnifying Party would be liable for Indemnifiable Losses hereunder that does not involve a Third Party Claim being asserted against or sought to be collected from the Indemnified Party, the Indemnified Party shall deliver an Indemnity Notice (as hereinafter defined) with reasonable promptness to the Indemnifying Party. The failure by any Indemnified Party to give the notice referred to in the defense preceding sentence shall not impair such party’s rights hereunder except to the extent that an Indemnifying Party is reasonably likely to be prejudiced thereby. Notwithstanding the foregoing, nothing herein shall extend the requirement to assert claims within the applicable Survival Period; (e) If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days following its receipt of a Claim Notice or an Indemnity Notice that the Indemnifying Party disputes its liability to the Indemnified Party hereunder, such action on its own behalf claim specified by the Indemnified Party will be conclusively deemed an indemnification liability of the Indemnifying Party hereunder and the Indemnifying Party shall indemnify pay the amount of such liability to the Indemnified Party for within thirty (30) days following its receipt of a Claim Notice or an Indemnity Notice, or on such later date (i) in the fees and expenses case of a Third Party Claim, as the Indemnified Party suffers Losses in respect of such separate counselThird Party Claim, or (ii) in the case of an Indemnity Notice in which the amount of the claim is estimated, promptly after the amount of such claim becomes finally determined. If any claim, action, proceeding or investigation arises as to which the indemnity provided for in Section 23.1, 23.2 or 23.3 applies and the Indemnifying Party fails has timely disputed its liability with respect to assume the defense of such claim, actionas provided above, proceeding or investigation, then the Indemnifying Party and the Indemnified Party mayagree to proceed in good faith to negotiate a resolution of such dispute within sixty (60) days following receipt of a Claim Notice or an Indemnity Notice. If the Indemnifying Party and the Indemnified Party fail to negotiate a resolution within such sixty (60) day period, the parties may seek any remedies available at law or in equity. In the event the Indemnified Party is not paid in full for its claim in a timely manner after the Indemnifying Party’s expense, contest or settle such claim, and the Indemnifying Party shall remain obligated obligation to indemnify has been determined in accordance herewith, the Indemnified Party for shall have the right, notwithstanding any and all lossesother rights that it may have against the Indemnifying Party, damages, and liability to set-off the unpaid amount of any such claim against any amounts owed by it to the Indemnifying Party; (including, without limitation, attorneys’ fees and expensesf) associated therewith. The payment term “Claim Notice” shall mean written notification of the indemnity a Third Party Claim by an Indemnified Party to an Indemnifying Party pursuant to this Section 23.5 shall not be predicated on Article 11, enclosing a copy of all papers served, if any, and specifying the Indemnified nature of and alleged basis for such Third Party having made payment on any suitClaim and, actionto the extent then feasible, loss, damage, claim the alleged amount or liability.the estimated amount of such Third Party Claim;

Notice and Procedure. Promptly Any party claiming indemnity hereunder (hereinafter referred to as the "Indemnified Party" shall give the party against whom indemnity is sought (hereinafter referred to as the "Indemnifying Party") prompt written notice after the Indemnified Party receives obtaining knowledge of any claim or notice the existence of the commencement of any action, administrative or legal proceeding, or investigation facts as to which recovery may be sought against the Indemnifying Party because of the indemnity provided provisions set forth in this Section 7. If such claim for indemnity arises in Sections 23.1 through 23.3 may applyconnection with a legal action instituted by, or a claim made by, a third party (hereinafter a "Third Party Claim"), the Indemnified Party shall hereby agrees that, within ten (10) business days after it is served with notice of the assertion of any Third Party Claim for which it may seek indemnity hereunder, the Indemnified Party will notify the Indemnifying Party in writing of such fact; providedThird Party Claim. If the claim for indemnity arises in connection with a Third Party Claim, however, that the rights Indemnifying Party shall have the right at any time after receipt of notice of such claim from the Indemnified Party to assume the defense (which assumption may be made under a reservation of rights) and to control the settlement and compromise of such action or claim at its sole expense. The Indemnified Party shall not be forfeited by the failure cooperate in such defense as reasonably necessary to give enable the Indemnifying Party notice to conduct its defense, including providing the extent that said failure does not have a material and adverse effect on the defense of the matterIndemnifying Party with reasonable access to such records as may be relevant to its defense. The Indemnifying Party shall assume on behalf be entitled to settle any such Third Party Claim without the prior written consent of the Indemnified Party, and Party provided that the Indemnifying Party provides the Indemnified Party with reasonable assurances that the Indemnified Party will be fully indemnified by the Indemnifying Party in connection with any such Third Party Claim. The Indemnified Party shall be entitled to retain its own counsel at its own expense in connection with any Third Party Claim that the Indemnifying Party has elected to defend. If the Indemnifying Party elects not to conduct with due diligence and in good faiththe defense of a Third Party Claim, the defense thereof with counsel reasonably satisfactory to the Indemnified PartyParty may defend and/or settle such Third Party Claim; provided, however, that the Indemnifying Party shall not settle be liable for any costs, damages or expenses arising out of any settlement effected without its prior written consent, unless at the time of such action or investigation unless approved by the Indemnified Party (which approval shall not be unreasonably withheld). Notwithstanding the foregoing, (a) the Indemnified Party shall have the right to be represented in any such action or investigation by advisory counsel of its own selection and at its own expense, and (b) if the Indemnified Party shall have reasonably concluded that (i) there may be legal defenses available to it that are different from, or additional to, or inconsistent with, those available to settlement the Indemnifying Party, or (ii) there exists a conflict upon being fully informed regarding the terms of interest between such settlement and the facts and circumstances regarding the Third Party Claim, denies liability to the Indemnified Party for indemnification under this Agreement. The Indemnified Party and the Indemnifying Party agree to keep each other reasonably informed as to the progress of any matter that is the subject of an indemnity claim under this Agreement. The Indemnified Party further agrees to take any and all reasonable steps, including, without limitation, those steps reasonably requested by the Indemnified Indemnifying Party, thento mitigate any losses, in either case, damages or expenses with respect to any indemnity claim under this Agreement and to cooperate with the defense thereof. In the event it is ultimately determined that the Indemnified Party shall have was not entitled to indemnification under this Agreement, and the right to select separate counsel to participate in Indemnifying Party has nonetheless assumed the defense of such action on its own behalf and the Indemnifying Party shall indemnify the Indemnified Party for the fees and expenses of such separate counsel. If any claim, action, proceeding or investigation arises as to which the indemnity provided for in Section 23.1, 23.2 or 23.3 applies and the Indemnifying Party fails to assume the defense of such claim, action, proceeding or investigationasserted liability, then the Indemnified Party mayshall, at such time as it is ultimately determined that the Indemnifying Party’s expenseIndemnified Party was not entitled to indemnification, contest or settle such claim, and reimburse the Indemnifying Party shall remain obligated to indemnify for the costs and expenses, including reasonable attorney's fees, incurred by the Indemnified Party for any and all losses, damages, and liability (including, without limitation, attorneys’ fees and expenses) associated therewith. The payment of the indemnity pursuant to this Section 23.5 shall not be predicated on the Indemnified Party having made payment on any suit, action, loss, damage, claim or liabilityin connection with such assumption.

Notice and Procedure. Promptly All claims for indemnification by any Indemnified Party against an Indemnifying Party under this Section 9 shall be asserted and resolved as follows: (i) If any claim or demand for which an Indemnifying Party would be liable for Losses to an Indemnified Party is alleged or asserted by a Person other than any Buyer's Indemnified Person or any Sellers' Indemnified Person (a "Third Party Claim"), the Indemnified Party shall deliver a Claim Notice with reasonable promptness to the Indemnifying Party, together with a copy of all papers served, if any, and specifying the nature of and alleged basis for the Third Party Claim and, to the extent then feasible, the alleged amount or the estimated amount of the Third Party Claim. If the Indemnified Party fails to deliver the Claim Notice to the Indemnifying Party within 30 days after the Indemnified Party receives any claim or notice of such Third Party Claim, the commencement of any action, administrative or legal proceeding, or investigation as Indemnifying Party will not be obligated to which the indemnity provided for in Sections 23.1 through 23.3 may apply, indemnify the Indemnified Party shall with respect to such Third Party Claim if and only to the extent that the Indemnifying Party's ability to defend the Third Party Claim has been irreparably prejudiced by such failure. The Indemnifying Party will notify the Indemnified Party within 30 days after receipt of the Claim Notice (the "Notice Period") whether the Indemnifying Party in writing intends, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against the Third Party Claim. (ii) If the Indemnifying Party notifies the Indemnified Party within the Notice Period that the Indemnifying Party intends to defend the Indemnified Party against the Third Party Claim, then the Indemnifying Party will have the right to defend, at its sole cost and expense, the Third Party Claim by all appropriate proceedings, which proceedings will be diligently prosecuted by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party (with the consent of the Indemnified Party). The Indemnifying Party will have full control of such factdefense and proceedings; provided, however, that the rights of the Indemnified Party shall not be forfeited by may file during the failure to give Notice Period, at the Indemnifying Party notice to the extent that said failure does not have a material sole cost and adverse effect on the defense of the matter. The Indemnifying Party shall assume on behalf expense of the Indemnified Party, any motion, answer or other pleading that the Indemnified Party may deem necessary or appropriate to protect its interests and conduct with due diligence not irrevocably prejudicial to the Indemnifying Party (it being understood and agreed that, except as provided in good faithSection 9.05(a)(iii), if an Indemnified Party takes any such action that is irrevocably prejudicial and conclusively causes a final adjudication that is materially adverse to the Indemnifying Party, the defense thereof Indemnifying Party will be relieved of its obligations hereunder with counsel reasonably satisfactory respect to that portion of the Third Party Claim prejudiced by the Indemnified Party's action); provided, further, however, that, if requested by the Indemnifying Party, the Indemnified Party shall cooperate, at the sole cost and expense of the Indemnifying Party, with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party shall not settle any such action or investigation unless approved by elects to contest or, if appropriate in the judgment of the Indemnified Party and related to the Third Party Claim, in making any counterclaim or cross-claim against any Person (which approval shall other than the Indemnified Party). The Indemnified Party may participate in, but not be unreasonably withheld)control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to this Section 9.05(a)(ii) and, except as provided in the preceding sentence, the Indemnified Party will bear its own costs and expenses with respect to such participation. Notwithstanding the foregoing, the Indemnifying Party may not assume the defense of the Third Party Claim if (a1) the Persons against whom the claim is made, or any impleaded Persons, include both the Indemnifying Party and any Indemnified Party, and (2) representation of both such Persons by the same counsel would be inappropriate due to actual or potential differing interests between them, in which case any Indemnified Party shall have the right to defend the Third Party Claim and to employ counsel at the expense of the Indemnifying Party. (iii) If the Indemnifying Party fails to notify the Indemnified Party within the Notice Period that the Indemnifying Party intends to defend the Indemnified Party against the Third Party Claim, or if the Indemnifying Party gives such notice but fails to diligently prosecute or settle the Third Party Claim, or if the Indemnifying Party fails to give any notice whatsoever within the Notice Period, then the Indemnified Party will have the right (but not the obligation) to defend, at the sole cost and expense of the Indemnifying Party, the Third Party Claim by all appropriate proceedings, which proceedings will be represented diligently prosecuted by the Indemnified Party to a final conclusion or settled at the discretion of the Indemnified Party. The Indemnified Party will have full control of such defense and proceedings, including any compromise or settlement thereof; provided, however, that, if requested by the Indemnified Party, the Indemnifying Party shall cooperate, at the sole cost and expense of the Indemnifying Party, with the Indemnified Party and its counsel in contesting the Third Party Claim which the Indemnified Party is contesting, or, if appropriate and related to the Third Party Claim in question, in making any counterclaim or cross- claim against any Person (other than the Indemnifying Party). (iv) Notwithstanding Section 9.05(a)(iii), if the Indemnifying Party notifies the Indemnified Party within the Notice Period that the Indemnifying Party disputes its obligation to indemnify the Indemnified Party against the Third Party Claim, and if such action dispute is resolved pursuant to Section 9.05(c) in favor of the Indemnifying Party, the Indemnifying Party will not be required to bear the costs and expenses of the Indemnified Party's defense pursuant to Section 9.05(a)(iii) or investigation of the Indemnifying Party's participation therein at the Indemnified Party's request, and the Indemnified Party will reimburse the Indemnifying Party in full for all such costs and expenses. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by advisory counsel of the Indemnified Party pursuant to Section 9.05(a)(iii), but the Indemnifying Party will bear its own selection costs and expenses with respect thereto if such participation is not at its own expense, and the request of the Indemnified Party. (b) if In the event any Indemnified Party should have a claim against any Indemnifying Party that is not a Third Party Claim, the Indemnified Party shall have reasonably concluded that (i) there may be legal defenses available to it that are different from, or additional to, or inconsistent with, those available deliver an Indemnity Notice with reasonable promptness to the Indemnifying PartyParty specifying the nature of and specific basis for the claim and, to the extent then feasible, the amount or the estimated amount of the claim. The failure by any Indemnified Party to give timely notice referred to in the preceding sentence shall not impair such Person's rights hereunder except to the extent that an Indemnifying Party demonstrates that it has been irreparably prejudiced thereby. If the Indemnifying Party does not notify the Indemnified Party within 30 days following its receipt of the Indemnity Notice that the Indemnifying Party disputes its obligation to indemnify the Indemnified Party hereunder, the claim will be conclusively deemed a liability of the Indemnifying Party hereunder. (iic) there exists If the Indemnifying Party timely disputes its liability with respect to a conflict of interest between claim described in a Claim Notice or an Indemnity Notice, the Indemnifying Party and the Indemnified Party shall proceed promptly and in good faith to negotiate a resolution of such dispute within 60 days following receipt of the Claim Notice or Indemnity Notice and, if such dispute is not resolved through negotiations during such 60-day period, it shall be resolved pursuant to arbitration pursuant to the then effective Commercial Arbitration Rules of the American Arbitration Association to the fullest extent permitted by applicable law. (d) Except where liability is disputed pursuant to Section 9.05(c), the Indemnifying Party shall pay the amount of any liability to the Indemnified Party within 30 days following its receipt of a Claim Notice or an Indemnity Notice, or on such later date (i) in the case of a Third Party Claim, as the Indemnified Party suffers Losses in respect of the Third Party Claim, or (ii) in the case of an Indemnity Notice in which the amount of the claim is estimated, promptly after any Losses in respect of such claim are actually incurred by the Indemnified Party. In the event the Indemnified Party is not paid in full for its claim in a timely manner after the Indemnifying Party's obligation to indemnify and the amount thereof has been determined, thenthe amount due shall bear interest from the date that the Indemnifying Party received the Claim Notice or the Indemnity Notice until paid at the Applicable Rate, and in either caseaddition to any other rights it may have against the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to participate in set-off the defense unpaid amount of such action on its own behalf and the Indemnifying Party shall indemnify the Indemnified Party for the fees and expenses of such separate counsel. If claim against any claim, action, proceeding or investigation arises as amounts owed by it to which the indemnity provided for in Section 23.1, 23.2 or 23.3 applies and the Indemnifying Party fails to assume the defense of such claim, action, proceeding or investigation, then the Indemnified Party may, at the Indemnifying Party’s expense, contest . (e) Any estimated amount of a claim submitted in a Claim Notice or settle an Indemnity Notice shall not be conclusive of the final amount of such claim, and the giving of a Claim Notice when an Indemnity Notice is properly due, or the giving of an Indemnity Notice when a Claim Notice is properly due, shall not impair such Indemnified Party's rights hereunder except to the extent that an Indemnifying Party shall remain obligated to indemnify the Indemnified demonstrates that it has been irreparably prejudiced thereby. Notice of any claim comprised in part of Third Party for any Claims and all losses, damages, and liability (including, without limitation, attorneys’ fees and expenses) associated therewith. The payment of the indemnity claims that are not Third Party Claims may be given pursuant to this either Section 23.5 shall not be predicated on the Indemnified Party having made payment on any suit, action, loss, damage, claim 9.05(a) or liabilitySection 9.05(b).

Notice and Procedure. Promptly after (a) In the Indemnified Party receives event that any Legal Proceedings are instituted by a third party or any claim or notice demand is asserted or threatened against or sought to be collected from a Person who is seeking indemnity under any provision of this Agreement (the commencement of any action“Indemnitee”) by a third party, administrative or legal proceeding, or investigation as to in each case for which the party from whom indemnity provided for in Sections 23.1 through 23.3 is sought (the “Indemnitor”) may applyhave liability to any Indemnitee hereunder (a “Third Party Claim”), the Indemnified such Indemnitee shall, promptly following such Indemnitee’s receipt of a Third Party shall Claim, notify the Indemnifying Party Indemnitor in writing of such factThird Party Claim (a “Claim Notice”); provided, however, that the rights of the Indemnified Party shall not be forfeited by the failure to give a timely Claim Notice shall relieve the Indemnifying Party notice Indemnitor of its obligations hereunder only if and to the extent that said such failure does not have has a material and adverse materially prejudicial effect on the defense defenses or other rights available to the Indemnitor with respect to such Third Party Claim or the Indemnitor is otherwise materially prejudiced by such delay. The Indemnitor shall have thirty (30) days after receipt of the matter. The Indemnifying Claim Notice (the “Notice Period”) to notify the Indemnitee that it desires to defend the Indemnitee against such Third Party shall assume on behalf of the Indemnified Party, and conduct with due diligence and in good faith, the defense thereof with counsel reasonably satisfactory to the Indemnified PartyClaim; provided, however, that in such notice the Indemnifying Party shall not settle Indemnitor must agree to indemnify the Indemnitee from and against the entirety of any such action and all Damages the Indemnitee may suffer resulting from, arising out of, relating to, in the nature of or investigation unless approved caused by the Indemnified Third Party Claim (subject to the limitations of this Section 9). The Claim Notice shall include copies of any demand, complaint and other material correspondence and documents served on or received by the Indemnitee with respect to such Third Party Claim and shall specify, in reasonable detail, the nature of such Third Party Claim. Information marked “[***]” has been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K because it (i) is not material and (ii) is the type of information the registrant treats as private or confidential. (b) In the event that the Indemnitor notifies the Indemnitee within the Notice Period that it desires to defend the Indemnitee against a Third Party Claim, (i) the Indemnitor shall have the right to defend the Indemnitee by appropriate Legal Proceedings and shall have the sole power to direct and control such defense, with counsel of its choosing, at its expense, (ii) the Indemnitor shall use its Reasonable Best Efforts to defend diligently such Third Party Claim, and (iii) the Indemnitee, prior to the period in which the Indemnitor assumes the defense of such matter, may take such reasonable actions to preserve any and all rights with respect to such matter, without such actions being construed as a waiver of the Indemnitee’s rights to defense and indemnification pursuant to this Agreement, but with such actions not being determinative of the amount of any Damages. The Indemnitor shall not, without the prior written consent of the Indemnitee (which approval consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding , settle, compromise or offer to settle or compromise any Third Party Claim that does not include as a term thereof the foregoinggiving by the Person(s) asserting such Third Party Claim to Indemnitee a release from all liability with respect to such claim or consent to entry of any judgment. (c) If the Indemnitor (i) does not elect to defend the Indemnitee against a Third Party Claim, whether by not giving the Indemnitee timely notice of its desire to so defend or otherwise or (aii) after assuming the Indemnified defense of a Third Party Claim, fails to take commercially reasonable steps necessary to defend diligently such Third Party Claim, the Indemnitee shall have the right but not the obligation to be represented in any assume such action or investigation by advisory defense and shall have the sole power to direct and control such defense, with counsel of its own selection and choosing, at its own expense, and (b) if the Indemnified Party shall have reasonably concluded expense of the Indemnitor; it being understood that (i) there may be legal defenses available to it that are different from, or additional to, or inconsistent with, those available to the Indemnifying Party, or (ii) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party, then, in either case, the Indemnified Party shall have the Indemnitee’s right to select separate counsel to participate in indemnification for a Third Party Claim shall not be adversely affected by assuming the defense of such action on its own behalf Third Party Claim. The Indemnitee shall not settle or compromise (or offer to settle or compromise) a Third Party Claim without the consent of the Indemnitor, which consent shall not be unreasonably withheld, delayed or conditioned. (d) The Indemnitee and the Indemnifying Indemnitor shall cooperate in the conduct of the defense of a Third Party Claim, including by providing reasonable access to each other’s relevant business records and other documents, and employees, subject to reasonable confidentiality obligations. The party that controls the defense, compromise or settlement of a Third Party Claim shall indemnify keep the Indemnified other party reasonably informed of material developments and events relating to such claim. (e) The Indemnitee and the Indemnitor shall use their Reasonable Best Efforts to avoid production of confidential information (consistent with applicable Law), and to cause all communications among employees, counsel and others representing any party to a Third Party Claim to be made so as to preserve any applicable joint defense, attorney-client or work-product privileges. Information marked “[***]” has been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K because it (i) is not material and (ii) is the type of information the registrant treats as private or confidential. (f) Any claim by an Indemnitee for indemnification not involving a Third Party Claim may be asserted by giving the fees Indemnitor written notice thereof (a “Notice of Direct Claim”), which notice shall say “Direct Indemnity Claim”, and expenses shall be given promptly after the Indemnitee becomes aware of such separate counselclaim. If any claimSuch Notice of Direct Claim must state that the Indemnitee, actionin good faith, proceeding or investigation arises as believes it is entitled to indemnification and the relevant section(s) of this Agreement pursuant to which the indemnity provided for Indemnitee is entitled to indemnification and contain to the extent possible, a good faith estimate of the Damages that the Indemnitee has incurred or paid or will incur or pay as a result of the matter giving rise to such right of indemnification or a statement explaining why such amount cannot be reasonably estimated. The Indemnitor shall have thirty (30) days after its receipt of a Notice of Direct Claim to respond in Section 23.1writing to such Notice of Direct Claim. During such period of thirty (30) days, 23.2 the Indemnitee shall cooperate in all reasonable respects with the Indemnitor and its professional advisors in their investigation of the matter or 23.3 applies circumstance alleged to give rise to the Notice of Direct Claim, and whether and to what extent any amount is payable in respect of the Indemnifying Party fails to assume the defense Notice of such claim, action, proceeding or investigation, then the Indemnified Party may, at the Indemnifying Party’s expense, contest or settle such claimDirect Claim, and the Indemnifying Party Indemnitee shall remain obligated use its Reasonable Best Efforts to indemnify assist the Indemnified Party for Indemnitor’s investigation by giving such non-privileged information and assistance at the Indemnitor’s sole expense, as the Indemnitor or any of its professional advisors may reasonably request in order to evaluate such Notice of Direct Claim. If the Indemnitor does not notify the Indemnitee within thirty (30) days following its receipt of a Notice of Direct Claim that the Indemnitor disputes its liability to the Indemnitee, such claim specified by the Indemnitee in such notice shall be conclusively deemed rejected by the Indemnitor and all losses, damages, and liability (including, without limitation, attorneys’ fees and expenses) associated therewith. The payment of the indemnity Indemnitee will be free to pursue such remedies as may be available to the Indemnitee pursuant to Section 20, subject to the terms and limitations set forth in this Section 23.5 shall not be predicated on the Indemnified Party having made payment on any suit, action, loss, damage, claim or liability9.

Notice and Procedure. Promptly Each party entitled to indemnification under this Section 11.12 (the “Indemnified Party”) shall give written notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party receives any claim or notice of the commencement of any action(whose approval shall not unreasonably be withheld), administrative or legal proceeding, or investigation as to which the indemnity provided for in Sections 23.1 through 23.3 may apply, and the Indemnified Party may participate in such defense at such party’s expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall notify not relieve the Indemnifying Party in writing of such fact; provided, however, that the rights of the Indemnified Party shall not be forfeited by its obligations under this Agreement unless the failure to give the such notice is materially prejudicial to an Indemnifying Party notice Party’s ability to the extent that said failure does not have a material defend such action and adverse effect on the defense of the matter. The Indemnifying Party shall assume on behalf of the Indemnified Party, and conduct with due diligence and in good faith, the defense thereof with counsel reasonably satisfactory to the Indemnified Party; provided, howeverprovided further, that the Indemnifying Party shall not settle 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 defense of any such action claim or investigation unless approved by litigation, shall, except with the consent of each Indemnified Party (which approval whose consent shall not be unreasonably withheld). Notwithstanding , consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the foregoing, (a) giving by the claimant or plaintiff to such Indemnified Party shall have the right of a release from all liability in respect to be represented in any such action or investigation by advisory counsel of its own selection and at its own expense, and (b) if the Indemnified Party shall have reasonably concluded that (i) there may be legal defenses available to it that are different from, or additional to, or inconsistent with, those available to the Indemnifying Party, or (ii) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party, then, in either case, the Indemnified Party shall have the right to select separate counsel to participate in the defense of such action on its own behalf and the Indemnifying Party shall indemnify the Indemnified Party for the fees and expenses of such separate counsel. If any claim, action, proceeding or investigation arises as to which the indemnity provided for in Section 23.1, 23.2 or 23.3 applies and the Indemnifying Party fails to assume the defense of such claim, action, proceeding or investigation, then the Indemnified Party may, at the Indemnifying Party’s expense, contest or settle such claim, and the Indemnifying Party shall remain obligated to indemnify the Indemnified Party for any and all losses, damages, and liability (including, without limitation, attorneys’ fees and expenses) associated therewith. The payment of the indemnity pursuant to this Section 23.5 shall not be predicated on the Indemnified Party having made payment on any suit, action, loss, damage, claim or liabilitylitigation.

Notice and Procedure. Promptly after An indemnified party shall give prompt notice to the Indemnified Party receives any claim or notice of the commencement of indemnifying party if any action, administrative or legal proceedingsuit, proceeding or investigation as is commenced in respect of which indemnity may be sought hereunder, but failure to which the indemnity provided for in Sections 23.1 through 23.3 may apply, the Indemnified Party shall so notify the Indemnifying Party in writing of such fact; provided, however, that the rights of the Indemnified Party an indemnifying party shall not be forfeited by relieve the failure indemnifying party from its obligations to give the Indemnifying Party notice indemnify hereunder, except to the extent that said failure does not have the indemnifying party has been prejudiced in any material respect by such failure. If it so elects within a material and adverse effect on reasonable time after receipt of such notice, an indemnifying party may assume the defense of such action, including the matter. The Indemnifying Party shall assume on behalf employment of the Indemnified Party, and conduct with due diligence and in good faith, the defense thereof with counsel reasonably satisfactory to the Indemnified Party; provided, however, that indemnified party and payment of all expenses of the Indemnifying Party shall not settle any indemnified party in connection with such action or investigation unless approved by the Indemnified Party (which approval shall not be unreasonably withheld)action. Notwithstanding the foregoing, (a) the Indemnified Party Such indemnified party shall have the right to be represented employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless the employment of such counsel shall have been authorized in writing by the indemnifying party in connection with the defense of such action or investigation by advisory the indemnifying party shall not have promptly employed counsel of its own selection and at its own expense, and (b) if the Indemnified Party reasonably satisfactory to such indemnified party or such indemnified party shall have reasonably concluded that (i) there may be one or more legal defenses available to it that are different from, from or additional to, or inconsistent with, to those available to the Indemnifying Partyindemnifying party, or (ii) there exists a conflict in any of interest between which events such fees and expenses shall be borne by the Indemnifying Party indemnifying party and the Indemnified Party, then, in either case, the Indemnified Party indemnifying party shall not have the right to select separate counsel to participate in direct the defense of such action on its own behalf and of the Indemnifying Party indemnified party. The indemnifying party shall indemnify the Indemnified Party for the fees and expenses of such separate counsel. If any claim, action, proceeding or investigation arises as to which the indemnity provided for in Section 23.1, 23.2 or 23.3 applies and the Indemnifying Party fails to assume the defense of such claim, action, proceeding or investigation, then the Indemnified Party may, at the Indemnifying Party’s expense, contest or settle such claim, and the Indemnifying Party shall remain obligated to indemnify the Indemnified Party be liable for any and all lossessettlement of any claim against the indemnified party (or its directors, damagesofficers, and liability (includingemployees, without limitationaffiliates or controlling persons), attorneys’ fees and expenses) associated therewith. The payment of made with the indemnity pursuant to this Section 23.5 indemnifying party’s written consent, which consent shall not be predicated on unreasonably withheld. The indemnifying party shall not, without the Indemnified Party having made payment on written consent of the indemnified party, settle or compromise any suit, action, loss, damage, claim against the indemnified party based upon circumstances giving rise to an indemnification claim against the indemnifying party hereunder unless such settlement or liabilitycompromise provides that the indemnified party and any other indemnified parties shall be unconditionally and irrevocably released from all liability in respect to such claim.

Notice and Procedure. Promptly after (a) In the Indemnified Party receives event that any Legal Proceedings are instituted by a third party or any claim or notice demand is asserted or threatened against or sought to be collected from a Person who is seeking indemnity under any provision of this Agreement (the commencement of any action“Indemnitee”) by a third party, administrative or legal proceeding, or investigation as to in each case for which the party from whom indemnity provided for in Sections 23.1 through 23.3 is sought (the “Indemnitor”) may applyhave liability to any Indemnitee hereunder (a “Third Party Claim”), the Indemnified such Indemnitee shall, promptly following such Indemnitee’s receipt of a Third Party shall Claim, notify the Indemnifying Party Indemnitor in writing of such factThird Party Claim (a “Claim Notice”); provided, however, that the rights of the Indemnified Party shall not be forfeited by the failure to give a timely Claim Notice shall relieve the Indemnifying Party notice Indemnitor of its obligations hereunder only if and to the extent that said such failure does not have has a material and adverse materially prejudicial effect on the defense defenses or other rights available to the Indemnitor with respect to such Third Party Claim or the Indemnitor is otherwise materially prejudiced by such delay. The Indemnitor shall have thirty (30) days after receipt of the matter. The Indemnifying Claim Notice (the “Notice Period”) to notify the Indemnitee that it desires to defend the Indemnitee against such Third Party shall assume on behalf of the Indemnified Party, and conduct with due diligence and in good faith, the defense thereof with counsel reasonably satisfactory to the Indemnified PartyClaim; provided, however, that in such notice the Indemnifying Party shall not settle Indemnitor must agree to indemnify the Indemnitee from and against the entirety of any such action and all Damages the Indemnitee may suffer resulting from, arising out of, relating to, in the nature of or investigation unless approved caused by the Indemnified Third Party Claim (subject to the limitations of this Section 9). The Claim Notice shall include copies of any demand, complaint and other material correspondence and documents served on or received by the Indemnitee with respect to such Third Party Claim and shall specify, in reasonable detail, the nature of such Third Party Claim. (b) In the event that the Indemnitor notifies the Indemnitee within the Notice Period that it desires to defend the Indemnitee against a Third Party Claim, (i) the Indemnitor shall have the right to defend the Indemnitee by appropriate Legal Proceedings and shall have the sole power to direct and control such defense, with counsel of its choosing, at its expense, (ii) the Indemnitor shall use its Reasonable Best Efforts to defend diligently such Third Party Claim, and (iii) the Indemnitee, prior to the period in which the Indemnitor assumes the defense of such matter, may take such reasonable actions to preserve any and all rights with respect to such matter, without such actions being construed as a waiver of the Indemnitee’s rights to defense and indemnification pursuant to this Agreement, but with such actions not being determinative of the amount of any Damages. The Indemnitor shall not, without the prior written consent of the Indemnitee (which approval consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding , settle, compromise or offer to settle or compromise any Third Party Claim that does not include as a term thereof the foregoinggiving by the Person(s) asserting such Third Party Claim to Indemnitee a release from all liability with respect to such claim or consent to entry of any judgment. (c) If the Indemnitor (i) does not elect to defend the Indemnitee against a Third Party Claim, whether by not giving the Indemnitee timely notice of its desire to so defend or otherwise or (aii) after assuming the Indemnified defense of a Third Party Claim, fails to take commercially reasonable steps necessary to defend diligently such Third Party Claim, the Indemnitee shall have the right but not the obligation to be represented in any assume such action or investigation by advisory defense and shall have the sole power to direct and control such defense, with counsel of its own selection and choosing, at its own expense, and (b) if the Indemnified Party shall have reasonably concluded expense of the Indemnitor; it being understood that (i) there may be legal defenses available to it that are different from, or additional to, or inconsistent with, those available to the Indemnifying Party, or (ii) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party, then, in either case, the Indemnified Party shall have the Indemnitee’s right to select separate counsel to participate in indemnification for a Third Party Claim shall not be adversely affected by assuming the defense of such action on its own behalf Third Party Claim. The Indemnitee shall not settle or compromise (or offer to settle or compromise) a Third Party Claim without the consent of the Indemnitor, which consent shall not be unreasonably withheld, delayed or conditioned. (d) The Indemnitee and the Indemnifying Indemnitor shall cooperate in the conduct of the defense of a Third Party Claim, including by providing reasonable access to each other’s relevant business records and other documents, and employees, subject to reasonable confidentiality obligations. The party that controls the defense, compromise or settlement of a Third Party Claim shall indemnify keep the Indemnified other party reasonably informed of material developments and events relating to such claim. (e) The Indemnitee and the Indemnitor shall use their Reasonable Best Efforts to avoid production of confidential information (consistent with applicable Law), and to cause all communications among employees, counsel and others representing any party to a Third Party Claim to be made so as to preserve any applicable attorney-client or work-product privileges. (f) Any claim by an Indemnitee for indemnification not involving a Third Party Claim may be asserted by giving the fees Indemnitor written notice thereof (a “Notice of Direct Claim”), which notice shall say “Direct Indemnity Claim”, and expenses shall be given promptly after the Indemnitee becomes aware of such separate counselclaim. If any claimSuch Notice of Direct Claim must state that the Indemnitee, actionin good faith, proceeding or investigation arises as believes it is entitled to indemnification and the relevant section(s) of this Agreement pursuant to which the indemnity provided for Indemnitee is entitled to indemnification and contain to the extent possible, a good faith estimate of the Damages that the Indemnitee has incurred or paid or will incur or pay as a result of the matter giving rise to such right of indemnification or a statement explaining why such amount cannot be reasonably estimated. The Indemnitor shall have thirty (30) days after its receipt of a Notice of Direct Claim to respond in Section 23.1writing to such Notice of Direct Claim. During such period of thirty (30) days, 23.2 the Indemnitee shall cooperate in all reasonable respects with the Indemnitor and its professional advisors in their investigation of the matter or 23.3 applies circumstance alleged to give rise to the Notice of Direct Claim, and whether and to what extent any amount is payable in respect of the Indemnifying Party fails to assume the defense Notice of such claim, action, proceeding or investigation, then the Indemnified Party may, at the Indemnifying Party’s expense, contest or settle such claimDirect Claim, and the Indemnifying Party Indemnitee shall remain obligated use its Reasonable Best Efforts to indemnify assist the Indemnified Party for Indemnitor’s investigation by giving such non-privileged information and assistance at the Indemnitor’s sole expense, as the Indemnitor or any of its professional advisors may reasonably request in order to evaluate such Notice of Direct Claim. If the Indemnitor does not notify the Indemnitee within thirty (30) days following its receipt of a Notice of Direct Claim that the Indemnitor disputes its liability to the Indemnitee, such claim specified by the Indemnitee in such notice shall be conclusively deemed rejected by the Indemnitor and all losses, damages, and liability (including, without limitation, attorneys’ fees and expenses) associated therewith. The payment of the indemnity Indemnitee will be free to pursue such remedies as may be available to the Indemnitee pursuant to Section 20, subject to the terms and limitations set forth in this Section 23.5 shall not be predicated on the Indemnified Party having made payment on any suit, action, loss, damage, claim or liability9.

Notice and Procedure. Promptly (a) Any Person seeking indemnity under any provision of this Agreement (the “Indemnitee”) shall promptly notify in writing (and in any event no later than thirty (30) calendar days after the Indemnified Indemnitee determines that it is entitled to make a claim under this Article IX) the Party receives from whom indemnity is sought (the “Indemnitor”) as to (i) the nature of any claim claims (including any third party claims) in reasonable detail, and/or Losses asserted by or notice of against the Indemnitee for which the Indemnitee intends to seek indemnity hereunder (“Claims”) and (ii) if applicable, the commencement of any actionsuit or proceeding brought (including by any third parties) to enforce any Claims. The Indemnitor shall, administrative within fifteen (15) days of receipt of the applicable notice of claim for indemnification from the Indemnitee, notify the Indemnitee whether Indemnitor will assume the defense of any such suit or legal other proceeding. If Indemnitor assumes the defense of such suit or proceeding, or investigation as the Indemnitee shall reasonably cooperate, at the Indemnitor’s sole cost and expense, and shall be entitled reasonably to which consult with the indemnity provided for in Sections 23.1 through 23.3 may apply, the Indemnified Party shall notify the Indemnifying Party in writing Indemnitor with respect to such defense. If Indemnitor fails to timely deliver notice of such fact; provided, however, that the rights of the Indemnified Party shall not be forfeited by the failure its intent to give the Indemnifying Party notice to the extent that said failure does not have a material and adverse effect on assume the defense of the matter. The Indemnifying Party shall assume on behalf such suit or proceeding or if the defendants in any such suit or proceeding include both the Indemnitor and the Indemnitee and the Indemnitee has reasonably concluded that there may be a conflict of interest between the positions of the Indemnified Party, Indemnitor and conduct with due diligence and the Indemnitee in good faith, conducting the defense thereof with counsel reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party shall not settle of any such action or investigation unless approved by the Indemnified Party (which approval shall not be unreasonably withheld). Notwithstanding the foregoing, (a) the Indemnified Party shall have the right to be represented in any such action or investigation by advisory counsel of its own selection and at its own expense, and (b) if the Indemnified Party shall have reasonably concluded that (i) there may be legal defenses available to it that are different from, from or additional to, or inconsistent with, to those available to the Indemnifying Party, or (ii) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party, then, in either caseIndemnitor, the Indemnified Party Indemnitee shall have the right to select separate counsel to assume such defense and to otherwise participate in the defense of such action on its own behalf and of such Indemnitee, in which case the Indemnifying Party shall indemnify the Indemnified Party for the reasonable fees and expenses of such separate counselcounsel shall be at the expense of the Indemnitor. If The Indemnitor shall not, without the written consent of the Indemnitee, which consent shall not be unreasonably withheld (A) settle or compromise any claim or consent to the entry of any judgment that provides for relief other than the payment of monetary damages, or (B) settle or compromise any claim or consent to the entry of any judgment that does not include, as an unconditional term thereof, the giving by the claimant to the Indemnitee of a release from all Liability in respect of such claim. (b) The Indemnitee shall assist and reasonably cooperate with the Indemnitor in the conduct of litigation, action, proceeding or investigation arises as the making of settlements and the enforcement of any right of contribution to which the indemnity provided Indemnitee may be entitled from any Person in connection with the subject matter of any litigation subject to indemnification hereunder. In addition, the Indemnitee shall, upon the reasonable request by the Indemnitor or counsel selected by the Indemnitor, attend hearings and trials, assist in the securing and giving of evidence, assist in obtaining the presence or cooperation of witnesses, make available its own personnel, and effect settlements; and shall use commercially reasonable efforts take such actions as may be reasonably necessary and appropriate in connection with such litigation. With respect to any suit or proceeding for which the Indemnitor has assumed the defense thereof, the Indemnitee shall have the right to join in Section 23.1, 23.2 or 23.3 applies and the Indemnifying Party fails to assume the defense of such claimlitigation or claim at such Indemnitee’s own cost and expense, actionand, proceeding or investigationif the Indemnitee agrees in writing to be bound by and promptly to pay the full amount of any final judgment from which no further appeal may be taken, then without recourse against Indemnitor, and if the Indemnified Party mayIndemnitor is reasonably assured of the Indemnitee’s ability to satisfy such agreement, then, at the Indemnifying Party’s expense, contest or settle such claim, and the Indemnifying Party shall remain obligated to indemnify the Indemnified Party for any and all losses, damages, and liability (including, without limitation, attorneys’ fees and expenses) associated therewith. The payment option of the indemnity pursuant to this Section 23.5 shall not be predicated on Indemnitee, such Indemnitee may take over the Indemnified Party having made payment on any suit, action, loss, damage, claim defense of such litigation or liabilityclaim.

Notice and Procedure. Promptly All claims for indemnification by any Person against whom claims of indemnification are being asserted (an “Indemnifying Party”) under any provision of Article 11 hereof shall be asserted and resolved as follows: (a) In the event of any claim or demand for which an Indemnifying Party would be liable for Losses to a Person claiming indemnification (an “Indemnified Party”) under any provision of Article 11 is asserted against or sought to be collected from such Indemnified Party by a Person other than Buyers or Sellers or any Affiliate thereof (“Third Party Claim”), the Indemnified Party shall deliver a Claim Notice with reasonable promptness to the Indemnifying Party. If the Indemnified Party fails to provide the Indemnifying Party with the Claim Notice required by the preceding sentence within a reasonable period after the Indemnified Party receives any claim or notice of such Third Party Claim, the commencement of any action, administrative or legal proceeding, or investigation as Indemnifying Party will not be obligated to which the indemnity provided for in Sections 23.1 through 23.3 may apply, indemnify the Indemnified Party shall to the extent that the Indemnifying Party’s ability to defend has been irreparably prejudiced by such failure of notice by the Indemnified Party. The Indemnifying Party will notify the Indemnified Party within fifteen (15) Business Days after receipt of the Claim Notice (“Notice Period”) whether the Indemnifying Party in writing desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against such Third Party Claim; (b) If the Indemnifying Party notifies the Indemnified Party within the Notice Period that the Indemnifying Party desires to defend the Indemnified Party with respect to the Third Party Claim pursuant to this Section 11.4(b), then the Indemnifying Party will have the right to defend, at its sole cost and expense, such Third Party Claim by all appropriate proceedings, which proceedings will be diligently prosecuted by the Indemnifying Party to a final conclusion or will be settled at the discretion of the Indemnifying Party (with the consent of the Indemnified Party, which consent will not be unreasonably withheld). Assumption by the Indemnifying Party of the defense of such factThird Party Claim constitutes an admission by the Indemnifying Party that the litigation is one for which the Indemnifying Party is required to indemnify the Indemnified Party under this Article 11. The Indemnifying Party will have full control of such defense and proceedings, including any compromise or settlement thereof; provided, however, that the rights Indemnified Party may, at the sole cost and expense of the Indemnifying Party, file during the Notice Period any motion, answer, or other pleadings that the Indemnified Party may deem necessary or appropriate to protect its interests and that is not irrevocably prejudicial to the Indemnifying Party (it being understood and agreed that, except as provided in Section 11.4(c) hereof, if an Indemnified Party takes any such action that is irrevocably prejudicial and conclusively causes a final adjudication that is materially adverse to the Indemnifying Party, the Indemnifying Party will be relieved of its obligations hereunder with respect to the portion of such Third Party Claim prejudiced by the Indemnified Party’s action); and provided further, that if requested by the Indemnifying Party, the Indemnified Party agrees, at the sole cost and expense of the Indemnifying Party, to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, or, if appropriate in the judgment of the Indemnified Party shall and related to the Third Party Claim in question, in making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person (other than the Indemnified Party or any of its Affiliates). The Indemnified Party may participate in, but not be forfeited control, any defense or settlement of any Third Party Claim controlled by the failure to give the Indemnifying Party notice pursuant to the extent that said failure does not have a material and adverse effect on the defense of the matter. The Indemnifying Party shall assume on behalf of the Indemnified Partythis Section 11.4(b), and conduct with due diligence and except as provided in good faiththe preceding sentence, the defense thereof with counsel reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party shall not settle any such action or investigation unless approved by the Indemnified Party (which approval shall not be unreasonably withheld)will bear its own costs and expenses with respect to such participation. Notwithstanding the foregoing, (ai) the Indemnifying Party may not assume the defense if the named parties to the Third Party Claim (including any impleaded parties) include both the Indemnifying Party and any Indemnified Party and representation of both such parties by the same counsel would be inappropriate due to an actual or potential differing interests between them, in which case any Indemnified Party shall have the right to be represented in any such action or investigation by advisory defend the Third Party Claim and to employ counsel at the expense of its own selection and at its own expense, and the Indemnifying Party; (bii) if there is a reasonable probability that a Third Party claim may materially and adversely affect the Indemnified Party shall have reasonably concluded that (i) there may and such damage will either be legal defenses available to it that are different fromirreparable, or additional tonot compensable by money payments, or inconsistent withif compensable by money damages, those available such money damages will be difficult or impossible to the Indemnifying Party, or (ii) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party, then, in either casecalculate, the Indemnified Party shall have the right, at the cost and expense of the Indemnifying Party, to defend, compromise and settle such claim; and (iii) the Indemnifying Party shall not, without the written consent of the Indemnified Party, settle or compromise any Third Party claim or consent to the entry of any judgment which does not include as an unconditional term thereof the giving by the claimant to the Indemnified Party of a release from all liability in respect of such Third Party Claim; (c) If the Indemnifying Party fails to notify the Indemnified Party within the Notice Period that the Indemnifying Party desires to defend the Indemnified Party pursuant to this Article 11, or if the Indemnifying Party gives such notice but fails to prosecute diligently or settle the Third Party Claim, or if the Indemnifying Party fails to give any notice whatsoever within the Notice Period, then the Indemnified Party will have the right (but not the obligation) to select separate defend, at the sole cost and expense of the Indemnifying Party, the Third Party Claim by all appropriate proceedings, which proceedings will be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or will be settled at the discretion of the Indemnified Party. The Indemnified Party will have full control of such defense and proceedings, including any compromise or settlement thereof; provided, however, that if requested by the Indemnified Party, the Indemnifying Party agrees, at the sole cost and expense of the Indemnifying Party, to cooperate with the Indemnified Party and its counsel in contesting any Third Party Claim which the Indemnified Party is contesting, or, if appropriate and relating to the Third Party Claim in question, in making any counterclaim against the Person asserting the Third Party Claim, or any cross- complaint against any Person (other than the Indemnifying Party or any of its affiliates). Notwithstanding the foregoing provisions of this Section 11.4(c), if the Indemnifying Party has notified the Indemnified Party with reasonable promptness that the Indemnifying Party disputes its liability to the Indemnified Party with respect to such Third Party Claim and if such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party will not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this Section 11.4(c) or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party will reimburse the Indemnifying Party in full for all costs and expenses incurred by the Indemnifying Party in connection with such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 11.4(c), but the Indemnifying Party will bear its own costs and expenses with respect to such participation; (d) In the event any Indemnified Party should have a claim for which an Indemnifying Party would be liable for Indemnifiable Losses hereunder that does not involve a Third Party Claim being asserted against or sought to be collected from the Indemnified Party, the Indemnified Party shall deliver an Indemnity Notice (as hereinafter defined) with reasonable promptness to the Indemnifying Party. The failure by any Indemnified Party to give the notice referred to in the defense preceding sentence shall not impair such party’s rights hereunder except to the extent that an Indemnifying Party is reasonably likely to be prejudiced thereby. Notwithstanding the foregoing, nothing herein shall extend the requirement to assert claims within the applicable Survival Period; (e) If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days following its receipt of a Claim Notice or an Indemnity Notice that the Indemnifying Party disputes its liability to the Indemnified Party hereunder, such action on its own behalf claim specified by the Indemnified Party will be conclusively deemed an indemnification liability of the Indemnifying Party hereunder and the Indemnifying Party shall indemnify pay the amount of such liability to the Indemnified Party for within thirty (30) days following its receipt of a Claim Notice or an Indemnity Notice, or on such later date (i) in the fees and expenses case of a Third Party Claim, as the Indemnified Party suffers Losses in respect of such separate counselThird Party Claim, or (ii) in the case of an Indemnity Notice in which the amount of the claim is estimated, promptly after the amount of such claim becomes finally determined. If any claim, action, proceeding or investigation arises as to which the indemnity provided for in Section 23.1, 23.2 or 23.3 applies and the Indemnifying Party fails has timely disputed its liability with respect to assume the defense of such claim, actionas provided above, proceeding or investigation, then the Indemnifying Party and the Indemnified Party may, at the Indemnifying Party’s expense, contest agree to proceed in good faith to negotiate a resolution of such dispute within sixty (60) days following receipt of a Claim Notice or settle such claim, and an Indemnity Notice. If the Indemnifying Party shall remain obligated to indemnify and the Indemnified Party for any and all losses, damages, and liability (including, without limitation, attorneys’ fees and expenses) associated therewith. The payment of the indemnity pursuant fail to this Section 23.5 shall not be predicated on the Indemnified Party having made payment on any suit, action, loss, damage, claim or liability.negotiate a resolution within such sixty

Notice and Procedure. Promptly Any party claiming indemnity hereunder (hereinafter referred to as the “Indemnified Party”) shall give the party against whom indemnity is sought (hereinafter referred to as the “Indemnifying Party”) prompt written notice after the Indemnified Party receives obtaining knowledge of any claim or notice the existence of the commencement of any action, administrative or legal proceeding, or investigation facts as to which recovery may be sought against it in respect of which the Indemnifying Party may be liable because of the indemnity provided provisions set forth in this Section 12. If such claim for indemnity arises in Sections 23.1 through 23.3 may applyconnection with a legal action instituted by a third party (hereinafter a “Third Party Claim”), the Indemnified Party shall hereby agrees that, within ten (10) Business Days after it is served with notice of the assertion of any Third Party Claim for which it may seek indemnity hereunder, the Indemnified Party will notify the Indemnifying Party in writing of such fact; providedThird Party Claim. 12.3.1. The Indemnifying Party shall, however, within ten (10) Business Days after the date that the rights of the Indemnified Party shall not be forfeited gives notice of a claim (whether a Third Party Claim or otherwise) as provided above, notify the Indemnified Party whether it accepts or contests its obligation of indemnity hereunder as claimed by the failure to give Indemnified Party. 12.3.2. If the claim for indemnity arises in connection with a Third Party Claim and the Indemnifying Party notice accepts its indemnity obligation hereunder, the Indemnifying Party shall have the right, after conceding in writing its obligation of indemnity hereunder, to the extent that said failure does not have a material and adverse effect on conduct the defense of such action at its sole expense through counsel reasonably acceptable to the matterIndemnified Party. The Indemnified Party shall cooperate in such defense as reasonably necessary to enable the Indemnifying Party to conduct its defense, including providing the Indemnifying Party with reasonable access to such records as may be relevant to its defense. The Indemnifying Party shall assume on behalf be entitled to settle any such Third Party Claim without the prior written consent of the Indemnified Party, and conduct with due diligence and in good faith, the defense thereof with counsel reasonably satisfactory to the Indemnified Party; provided, however, Party provided that the Indemnifying Party shall not settle any such action or investigation unless approved by provides the Indemnified Party (which approval shall not be unreasonably withheld). Notwithstanding the foregoing, (a) with reasonable assurances that the Indemnified Party shall have will be fully indemnified by the right to be represented Indemnifying Party in connection with any such action or investigation by advisory counsel of Third Party Claim. The Indemnified Party shall be entitled to retain its own selection and counsel at its own expenseexpense in connection with any Third Party Claim that the Indemnifying Party has elected to defend. If the Indemnifying Party accepts its indemnity obligations hereunder in connection with a Third Party Claim but elects not to conduct the defense thereof, and (b) if the Indemnified Party may defend and/or settle such Third Party Claim and shall have reasonably concluded that (i) there may be legal defenses available entitled to it that are different frombe indemnified for the full amount of such claim and all costs and expenses, or additional toincluding attorneys’ fees, or inconsistent with, those available incurred in connection therewith pursuant to this Section 12.3.2. 12.3.3. If the Indemnifying Party, or (ii) there exists claim for indemnity arises in connection with a conflict of interest between Third Party Claim and the Indemnifying Party and the Indemnified Party, then, in either casecontests or does not accept its indemnity obligation hereunder, the Indemnified Party shall have the right to select separate counsel defend and/or settle such Third Party Claim and thereafter seek indemnity from the other party pursuant to participate this Section 12.3.3, however, that the Indemnified Party shall not settle any such claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. 12.3.4. If the claim for indemnity arises other than in the defense of such action on its own behalf connection with a Third Party Claim and the Indemnifying Party shall indemnify accepts its indemnity obligation hereunder, the Indemnifying Party shall, upon the request of the Indemnified Party, pay the full amount of such claim to the Indemnified Party for or to the fees and expenses of third party asserting such separate counselclaim as directed by the Indemnified Party. If any claim, action, proceeding or investigation the claim for indemnity arises as to which the indemnity provided for other than in Section 23.1, 23.2 or 23.3 applies connection with a Third Party Claim and the Indemnifying Party fails to assume the defense of such claimcontests its indemnity obligation hereunder, action, proceeding or investigation, then the Indemnified Party mayshall have the right to defend, at the Indemnifying Party’s expense, contest settle or settle take any other action with respect to such claim, claim and the Indemnifying Party shall remain obligated to indemnify the Indemnified Party for any and all losses, damages, and liability (including, without limitation, attorneys’ fees and expenses) associated therewith. The payment of the thereafter seek indemnity pursuant to this Section 23.5 12.3.4.; provided, however, that the Indemnified Party shall not settle any such claim without the prior written consent of the Indemnifying Party, which consent shall not be predicated on the Indemnified Party having made payment on any suit, action, loss, damage, claim or liabilityunreasonably withheld.

Notice and Procedure. Promptly after (a) This Section 10.6 shall not apply to any Tax Proceedings described in Section 6.3(d). In the Indemnified Party receives event that any Legal Proceedings are instituted by a third party or any claim or notice demand is asserted or threatened against or sought to be collected from a Person who is seeking indemnity under any provision of this Agreement (the commencement of any action“Indemnitee”) by a third party, administrative or legal proceeding, or investigation as to in each case for which the party from whom indemnity provided for in Sections 23.1 through 23.3 is sought (the “Indemnitor”) may applyhave liability to any Indemnitee hereunder (a “Third Party Claim”), the Indemnified such Indemnitee shall promptly following such Indemnitee’s receipt of a Third Party shall Claim, notify the Indemnifying Party Indemnitor in writing of such factThird Party Claim (a “Claim Notice”); provided, however, that the rights of the Indemnified Party shall not be forfeited by the failure to give a timely Claim Notice shall not affect the Indemnifying Party notice rights of an Indemnitee hereunder, except if the Indemnitor was prejudiced thereby and then only to the extent that said failure does not have a material and adverse of such prejudicial effect on the defenses or other rights available to the Indemnitor with respect to such Third Party Claim. The Indemnitor shall have 30 days (or such lesser number of days set forth in the Claim Notice as may be required by court proceeding in the event of a litigated matter) after receipt of the Claim Notice (the “Notice Period”) to notify the Indemnitee that it desires to defend the Indemnitee against such Third Party Claim. (b) In the event that the Indemnitor notifies the Indemnitee within the Notice Period that it desires to defend the Indemnitee against a Third Party Claim, (i) the Indemnitor shall have the right to defend the Indemnitee by appropriate proceedings and shall have the sole power to direct and control such defense, with counsel of its choosing, at its expense (which choice of counsel shall be subject to the Indemnitee’s prior written consent, not to be unreasonably withheld), (ii) the Indemnitor shall use its reasonable best efforts to defend diligently such Third Party Claim, (iii) the Indemnitee, prior to the period in which the Indemnitor assumes the defense of such matter, may take such reasonable actions to preserve any and all rights with respect to such matter, without such actions being construed as a waiver of the matterIndemnitee’s rights to defense and indemnification pursuant to this Agreement, but with such actions not being determinative of the amount of any Damages and (iv) the Indemnitor shall be deemed to have agreed that it shall indemnify the Indemnitee for all Damages resulting from such Third Party Claim pursuant to and subject to the conditions of this Article X. Once the Indemnitor has duly assumed the defense of a Third Party Claim, the Indemnitee shall have the right, but not the obligation, to participate in any such defense and to employ separate counsel of its choosing. The Indemnifying Party shall assume on behalf of the Indemnified Party, and conduct with due diligence and Indemnitee may participate in good faith, the any such defense thereof with counsel reasonably satisfactory to the Indemnified Partyat its expense; provided, however, that the Indemnifying Party such Indemnitee shall not settle be entitled to participate in any such action or investigation unless approved defense with separate counsel at the reasonable expense of the Indemnitor if, (A) so requested by the Indemnified Party Indemnitor to participate or (which approval B) in the reasonable opinion of counsel to the Indemnitee, a conflict or potential conflict exists between the Indemnitee and the Indemnitor that would make such separate representation advisable; and provided, further, that the Indemnitor shall not be unreasonably withheld)required to pay for more than one such counsel for all Indemnitees in connection with any Third Party Claim. The Indemnitor shall not, without the prior written consent of the Indemnitee, settle, compromise or offer to settle or compromise any Third Party Claim, unless such settlement or compromise includes an express, complete and unconditional release of the Purchaser and each Purchaser Indemnified Party, places no restrictions on Purchaser or their Affiliates and does not include a finding or admission of a violation of Law by the Purchaser or any Purchaser Indemnified Party. Notwithstanding the foregoing, if a Third Party Claim (ai) seeks relief other than the Indemnified payment of monetary damages or would result in the imposition of a consent order, injunction or decree that would materially restrict the future activity or conduct of the Indemnitee or any of its Affiliates or (ii) would result in any monetary liability of the Indemnitee that will not be fully paid or reimbursed by the Indemnitor, then, in each such case, the Indemnitee alone shall be entitled to contest, defend, compromise and settle (subject, with respect to any such settlement, to obtaining the consent of the Indemnitor, such consent not to be unreasonably withheld or delayed) such Third Party Claim in the first instance and, if the Indemnitee does not contest, defend, compromise or settle such Claim, the Indemnitor shall then have the right to contest and, defend (but not settle or compromise) such Third Party Claim. In such event, the Indemnitor (A) shall be entitled to participate in any such defense with separate counsel; and (B) after assuming the defense of a Third Party Claim, if the Indemnitee fails to take reasonable steps necessary to defend diligently such Third Party Claim after receiving written notice from the Indemnitor to the effect that the Indemnitee has so failed, the Indemnitor shall have the right but not the obligation to be represented in any assume such action or investigation by advisory counsel of its own selection defense and at its own expense, and (b) if the Indemnified Party shall have reasonably concluded that the sole power to direct and control such defense. (c) If the Indemnitor (i) there may be legal defenses available does not elect to it that are different fromdefend the Indemnitee against a Third Party Claim, whether by not giving the Indemnitee timely notice of its desire to so defend or additional to, or inconsistent with, those available to the Indemnifying Party, otherwise or (ii) there exists after assuming the defense of a conflict of interest between Third Party Claim, fails to take reasonable steps necessary to defend diligently such Third Party Claim after receiving written notice from the Indemnifying Party and Indemnitee to the Indemnified Party, then, in either caseeffect that the Indemnitor has so failed, the Indemnified Party Indemnitee shall have the right but not the obligation to select separate assume such defense and shall have the sole power to direct and control such defense, with counsel of its choosing, at the expense of the Indemnitor; it being understood that the Indemnitee’s right to participate in indemnification for a Third Party Claim shall not be adversely affected by assuming the defense of such action on its own behalf Third Party Claim or by failure to give notice. The Indemnitee shall not settle a Third Party Claim without the consent of the Indemnitor, which consent shall not be unreasonably withheld or delayed. (d) The Indemnitee and the Indemnifying Party Indemnitor shall indemnify cooperate in the Indemnified Party for the fees and expenses conduct of such separate counsel. If any claim, action, proceeding or investigation arises as to which the indemnity provided for in Section 23.1, 23.2 or 23.3 applies and the Indemnifying Party fails to assume the defense of a Third Party Claim, including by providing reasonable access, upon prior notice, to each other’s relevant business records and other documents, and employees. (e) The Indemnitee and the Indemnitor shall use reasonable best efforts to avoid production of confidential information (consistent with applicable Law), and to cause all communications among employees, counsel and others representing any party to a Third Party Claim to be made so as to preserve any applicable attorney-client or work-product privileges. (f) In the event any Indemnitee has a claim against any Indemnitor that does not involve, or no longer involves, a Third Party Claim, the Indemnitee shall deliver a notice of such claim (a “Direct Claim Notice”) and the amount of the applicable Damages or an estimate of the amount of the applicable Damages (if reasonably practicable) with reasonable promptness to the Indemnitor. If the Indemnitor notifies the Indemnitee that it does not dispute the claim described in the Direct Claim Notice or otherwise fails to notify the Indemnitee, in either case within 30 days after the Direct Claim Notice is delivered in accordance with this Agreement, the Damages in the amount specified in such Direct Claim Notice will be conclusively deemed a liability of the Indemnitor and the Indemnitee shall be entitled to recover the amount of such Damages from the Indemnitor in accordance with the terms and conditions of this Article X. If the Indemnitor has timely disputed its liability with respect to such claim, action, proceeding or investigation, then the Indemnified Party may, at the Indemnifying Party’s expense, contest or settle such claim, Indemnitor and the Indemnifying Party shall remain obligated Indemnitee will proceed in good faith to indemnify the Indemnified Party for any negotiate a resolution of such dispute and all lossesif no such resolution is reached, damages, and liability (including, without limitation, attorneys’ fees and expenses) associated therewith. The payment of the indemnity to arbitrate such dispute pursuant to this Section 23.5 shall not be predicated on the Indemnified Party having made payment on any suit, action, loss, damage, claim or liability11.7.

Notice and Procedure. Promptly All claims for indemnification by any Indemnified Party against an Indemnifying Party under this Article shall be asserted and resolved as follows: (i) If any claim or demand for which an Indemnifying Party would be liable for Losses to an Indemnified Party is alleged or asserted by a Person other than any Buyer’s Indemnified Person or Seller’s Indemnified Person (a “Third Party Claim”), the Indemnified Party shall deliver a Claim Notice with reasonable promptness to the Indemnifying Party, together with a copy of all papers served, if any, and specifying the nature of and alleged basis for the Third Party Claim and, to the extent then feasible, the alleged amount or the estimated amount of the Third Party Claim. If the Indemnified Party fails to deliver the Claim Notice to the Indemnifying Party within 30 days after the Indemnified Party receives any claim or notice of such Third Party Claim, the commencement Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim if and only to the extent that the Indemnifying Party’s ability to defend the Third Party Claim has been irreparably prejudiced by such failure. The Indemnifying Party will notify the Indemnified Party within ten days after receipt of any actionthe Claim Notice (the “Notice Period”) whether the Indemnifying Party intends, administrative or legal proceedingat the sole cost and expense of the Indemnifying Party, or investigation as to defend the Indemnified Party against the Third Party Claim. The assumption by the Indemnifying Party of the defense of the Third Party Claim constitutes an admission by the Indemnifying Party that the claim is one for which the indemnity Indemnifying Party is ultimately liable under this Article. (ii) If the Indemnifying Party notifies the Indemnified Party within the Notice Period that the Indemnifying Party intends to defend the Indemnified Party against the Third Party Claim, then the Indemnifying Party will have the right to defend, at its sole cost and expense, the Third Party Claim by all appropriate proceedings, which proceedings will be diligently prosecuted by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party (with the consent of the Indemnified Party). The Indemnifying Party will have full control of such defense and proceedings; provided for that the Indemnified Party may file during the Notice Period, at the sole cost and expense of the Indemnified Party, any motion, answer or other pleading that the Indemnified Party may deem necessary or appropriate to protect its interests and not irrevocably prejudicial to the Indemnifying Party (it being understood and agreed that, except as provided in Sections 23.1 through 23.3 may applySection 9.05(a)(iii), if an Indemnified Party takes any such action that is irrevocably prejudicial and conclusively causes a final adjudication that is materially adverse to the Indemnifying Party, the Indemnifying Party will be relieved of its obligations hereunder with respect to that portion of the Third Party Claim prejudiced by the Indemnified Party’s action); and provided further that, if requested by the Indemnifying Party, the Indemnified Party shall notify cooperate, at the sole cost and expense of the Indemnifying Party, with the Indemnifying Party and its counsel in writing of such fact; provided, however, contesting any Third Party Claim that the rights Indemnifying Party elects to contest or, if appropriate in the judgment of the Indemnified Party shall and related to the Third Party Claim, in making any counterclaim or cross-claim against any Person (other than the Indemnified Party). The Indemnified Party may participate in, but not be forfeited control, any defense or settlement of any Third Party Claim assumed by the failure to give the Indemnifying Party notice pursuant to this Section 9.05(a)(ii) and, except as provided in the extent that said failure does preceding sentence, the Indemnified Party will bear its own costs and expenses with respect to such participation. Notwithstanding the foregoing, the Indemnifying Party may not have a material and adverse effect on assume the defense of the matter. The Indemnifying Third Party shall assume Claim on behalf of the Indemnified Party if (1) the Persons against whom the claim is made, or any impleaded Persons, include both the Indemnifying Party and any Indemnified Party, and conduct with due diligence and in good faith, the defense thereof with counsel reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party shall not settle any (2) representation of both such action or investigation unless approved Persons by the Indemnified Party (same counsel would be inappropriate due to actual or potential differing interests between them, in which approval shall not be unreasonably withheld). Notwithstanding the foregoing, (a) the case any Indemnified Party shall have the right to be represented in any such action or investigation by advisory counsel of defend the Third Party Claim on its own selection behalf and to employ counsel at the expense of the Indemnifying Party. (iii) If the Indemnifying Party fails to notify the Indemnified Party within the Notice Period that the Indemnifying Party intends to defend the Indemnified Party against the Third Party Claim, or if the Indemnifying Party gives such notice but fails to diligently prosecute or settle the Third Party Claim, or if the Indemnifying Party fails to give any notice whatsoever within the Notice Period, then the Indemnified Party will have the right (but not the obligation) to defend, at the sole cost and expense of the Indemnifying Party, the Third Party Claim by all appropriate proceedings, which proceedings will be diligently prosecuted by the Indemnified Party to a final conclusion or settled at the discretion of the Indemnified Party. The Indemnified Party will have full control of such defense and proceedings, including any compromise or settlement thereof; provided that, if requested by the Indemnified Party, the Indemnifying Party shall cooperate, at the sole cost and expense of the Indemnifying Party, with the Indemnified Party and its counsel in contesting the Third Party Claim which the Indemnified Party is contesting, or, if appropriate and related to the Third Party Claim in question, in making any counterclaim or cross claim against any Person (other than the Indemnifying Party). (iv) Notwithstanding the foregoing provisions of Section 9.05(a)(iii), if the Indemnifying Party notifies the Indemnified Party within the Notice Period that the Indemnifying Party disputes its obligation to indemnify the Indemnified Party against the Third Party Claim, and if such dispute is resolved pursuant to Section 9.05(c) in favor of the Indemnifying Party, the Indemnifying Party will not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to Section 9.05(a)(iii) or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party will reimburse the Indemnifying Party in full for all such costs and expenses. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to Section 9.05(a)(iii), but the Indemnifying Party will bear its own expense, costs and expenses with respect thereto if such participation is not at the request of the Indemnified Party. (b) if In the event any Indemnified Party should have a claim against any Indemnifying Party that is not a Third Party Claim, the Indemnified Party shall have reasonably concluded that (i) there may be legal defenses available to it that are different from, or additional to, or inconsistent with, those available deliver an Indemnity Notice with reasonable promptness to the Indemnifying PartyParty specifying the nature of and specific basis for the claim and, to the extent then feasible, the amount or the estimated amount of the claim. The failure by any Indemnified Party to give timely notice referred to in the preceding sentence shall not impair such Person’s rights hereunder except to the extent that an Indemnifying Party demonstrates that it has been irreparably prejudiced thereby. If the Indemnifying Party does not notify the Indemnified Party within ten days following its receipt of the Indemnity Notice that the Indemnifying Party disputes its obligation to indemnify the Indemnified Party hereunder, the claim will be conclusively deemed a liability of the Indemnifying Party hereunder. (iic) there exists If the Indemnifying Party timely disputes its liability with respect to a conflict of interest between claim described in a Claim Notice or an Indemnity Notice, the Indemnifying Party and the Indemnified Party shall proceed promptly and in good faith to negotiate a resolution of such dispute within 60 days following receipt of the Claim Notice or Indemnity Notice. (d) The Indemnifying Party shall pay the amount of any liability to the Indemnified Party within 30 days following its receipt of a Claim Notice or an Indemnity Notice, or on such later date (i) in the case of a Third Party Claim, as the Indemnified Party suffers Losses in respect of the Third Party Claim, or (ii) in the case of an Indemnity Notice in which the amount of the claim is estimated, promptly after any Losses in respect of such claim are actually incurred by the Indemnified Party. In the event the Indemnified Party is not paid in full for its claim in a timely manner after the Indemnifying Party’s obligation to indemnify and the amount thereof has been determined, thenthe amount due shall bear interest from the date that the Indemnifying Party received the Claim Notice or the Indemnity Notice until paid at the interest rate provided in Section 10.15, and in either caseaddition to any other rights it may have against the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to participate in set-off the defense unpaid amount of such action on its own behalf and the Indemnifying Party shall indemnify the Indemnified Party for the fees and expenses of such separate counsel. If claim against any claim, action, proceeding or investigation arises as amounts owed by it to which the indemnity provided for in Section 23.1, 23.2 or 23.3 applies and the Indemnifying Party fails to assume the defense of such claim, action, proceeding or investigation, then the Indemnified Party may, at the Indemnifying Party’s expense, contest . (e) Any estimated amount of a claim submitted in a Claim Notice or settle an Indemnity Notice shall not be conclusive of the final amount of such claim, and the giving of a Claim Notice when an Indemnity Notice is properly due, or the giving of an Indemnity Notice when a Claim Notice is properly due, shall not impair such Indemnified Party’s rights hereunder except to the extent that an Indemnifying Party shall remain obligated to indemnify the Indemnified demonstrates that it has been irreparably prejudiced thereby. Notice of any claim comprised in part of Third Party for any Claims and all losses, damages, and liability (including, without limitation, attorneys’ fees and expenses) associated therewith. The payment of the indemnity claims that are not Third Party Claims may be given pursuant to this either Section 23.5 shall not be predicated on the Indemnified Party having made payment on any suit, action, loss, damage, claim 9.05(a) or liability9.05(b).

Notice and Procedure. Promptly after All claims for indemnification by any Person against whom claims of indemnification are being asserted (an “Indemnifying Party”) under any provision of Article IX hereof shall be asserted and resolved as follows: 9.3.1 In the event that any Person has a claim for indemnification hereunder (an “Indemnified Party receives any claim or notice of the commencement of any action, administrative or legal proceeding, or investigation as to which the indemnity provided for in Sections 23.1 through 23.3 may applyParty”), the Indemnified Party shall notify deliver an Indemnity Notice (as hereinafter defined) with reasonable promptness to the Indemnifying Party in writing of such fact; provided, however, that the rights of the Party. The failure by any Indemnified Party shall not be forfeited by the failure to give the Indemnifying Party notice referred to in the preceding sentence shall not impair such party’s rights hereunder except to the extent that said failure an Indemnifying Party demonstrates that it has been irreparably prejudiced thereby. 9.3.2 If the Indemnifying Party does not have a material and adverse effect on the defense of the matter. The Indemnifying Party shall assume on behalf of notify the Indemnified Party, and conduct with due diligence and in good faith, the defense thereof with counsel reasonably satisfactory to the Indemnified Party; provided, however, Party within thirty (30) days following its receipt of an Indemnity Notice that the Indemnifying Party shall not settle any disputes its liability to the Indemnified Party hereunder, such action or investigation unless approved claim specified by the Indemnified Party (which approval will be conclusively deemed an indemnification liability of the Indemnifying Party hereunder and the Indemnifying Party shall not be unreasonably withheld). Notwithstanding pay the foregoing, (a) amount of such liability to the Indemnified Party shall have the right to be represented in any such action or investigation by advisory counsel within thirty (30) days following its receipt of its own selection and at its own expense, and (b) if the Indemnified Party shall have reasonably concluded that (i) there may be legal defenses available to it that are different froman Indemnity Notice, or additional to, or inconsistent with, those available to on such later date on which the amount of the claim becomes finally determined. If the Indemnifying PartyParty has timely disputed its liability with respect to such claim, or (ii) there exists a conflict of interest between as provided above, the Indemnifying Party and the Indemnified Party, then, Party agree to proceed in either case, good faith to negotiate a resolution of such dispute within sixty (60) days following receipt of an Indemnity Notice. If the Indemnifying Party and the Indemnified Party shall have fail to negotiate a resolution within such sixty (60) day period, the right to select separate counsel to participate Parties may seek any remedies available at law or in the defense of such action on its own behalf and the Indemnifying Party shall indemnify the Indemnified Party for the fees and expenses of such separate counsel. If any claim, action, proceeding or investigation arises as to which the indemnity provided for in Section 23.1, 23.2 or 23.3 applies and the Indemnifying Party fails to assume the defense of such claim, action, proceeding or investigation, then the Indemnified Party may, at the Indemnifying Party’s expense, contest or settle such claim, and the Indemnifying Party shall remain obligated to indemnify the Indemnified Party for any and all losses, damages, and liability (including, without limitation, attorneys’ fees and expenses) associated therewith. The payment of the indemnity pursuant to this Section 23.5 shall not be predicated on the Indemnified Party having made payment on any suit, action, loss, damage, claim or liabilityequity.

Notice and Procedure. Promptly Either party claiming indemnity hereunder (hereinafter referred to as the "Indemnified Party") shall give the party against whom indemnity is sought (hereinafter referred to as the "Indemnifying Party") and the Disbursing Agent prompt written notice after the Indemnified Party receives obtaining knowledge of any claim or notice the existence of the commencement of any action, administrative or legal proceeding, or investigation facts as to which recovery may be sought against the Indemnifying Party because of the indemnity provided provisions set forth in this Article 10. If such claim for indemnity arises in Sections 23.1 through 23.3 may applyconnection with a legal action instituted by, or by a claim made by, a third party (hereinafter a "Third Party Claim"), the Indemnified Party shall hereby agrees that, within ten (10) business days after it is served with notice of the assertion of any Third Party Claim for which it may seek indemnity hereunder, the Indemnified Party will notify the Indemnifying Party in writing of such fact; providedThird Party Claim. If the claim for indemnity arises in connection with a Third Party Claim, howeverthe Indemnifying Party shall have the right, that at any time after receipt of notice of such claim from the rights Indemnified Party, to assume the defense (which assumption may be made under a reservation of rights) and to control the settlement and compromise of such action or claim at its sole expense. The Indemnified Party shall not be forfeited by the failure cooperate in such defense as reasonably necessary to give enable the Indemnifying Party notice to conduct its defense, including providing the extent that said failure does not have a material and adverse effect on the defense of the matterIndemnifying Party with reasonable access to such records as may be relevant to its defense. The Indemnifying Party shall assume on behalf be entitled to settle any such Third Party Claim without the prior written consent of the Indemnified Party, and Party provided that the Indemnifying Party provides the Indemnified Party with reasonable assurances that the Indemnified Party will be fully indemnified by the Indemnifying Party in connection with any such Third Party Claim. The Indemnified Party shall be entitled to retain its own counsel at its own expense in connection with any Third Party Claim that the Indemnifying Party has elected to defend. If the Indemnifying Party elects not to conduct with due diligence and in good faiththe defense of a Third Party Claim, the defense thereof with counsel reasonably satisfactory to the Indemnified PartyParty may defend and/or settle such Third Party Claim; provided, however, that the Indemnifying Party shall not settle be liable for any such action or investigation unless approved by the Indemnified Party (which approval shall not be unreasonably withheld). Notwithstanding the foregoingcosts, (a) the Indemnified Party shall have the right to be represented in any such action or investigation by advisory counsel of its own selection and at its own expense, and (b) if the Indemnified Party shall have reasonably concluded that (i) there may be legal defenses available to it that are different fromdamages, or additional toexpenses arising out of any settlement effected without its prior written consent, or inconsistent with, those available to unless at the time of such settlement the Indemnifying Party, or (ii) there exists a conflict upon being fully informed regarding the terms of interest between such settlement and the facts and circumstances regarding the Third Party Claim, denies liability to the Indemnified Party for indemnification under this Agreement. The Indemnified Party and the Indemnifying Party agree to keep each other reasonably informed as to the progress of any matter that is the subject of an indemnity claim under this Agreement. The Indemnified Party further agrees to take any and all reasonable steps, including (without limitation) those steps reasonably requested by the Indemnified Indemnifying Party, thento mitigate any losses, in either casedamages, or expenses with respect to any indemnity claim under this Agreement and to cooperate with the defense thereof. In the event it is ultimately determined that the Indemnified Party shall have was not entitled to indemnification under this Agreement, and the right to select separate counsel to participate in Indemnifying Party has nonetheless assumed the defense of such action on its own behalf and the Indemnifying Party shall indemnify the Indemnified Party for the fees and expenses of such separate counsel. If any claim, action, proceeding or investigation arises as to which the indemnity provided for in Section 23.1, 23.2 or 23.3 applies and the Indemnifying Party fails to assume the defense of such claim, action, proceeding or investigationasserted liability, then the Indemnified Party mayshall, at such time as it is ultimately determined that the Indemnifying Party’s expenseIndemnified Party was not entitled to indemnification, contest or settle such claim, and reimburse the Indemnifying Party shall remain obligated to indemnify for the reasonable costs and expenses, including reasonable attorney's fees, incurred by the Indemnified Party for any and all losses, damages, and liability (including, without limitation, attorneys’ fees and expenses) associated therewith. The payment of the indemnity pursuant to this Section 23.5 shall not be predicated on the Indemnified Party having made payment on any suit, action, loss, damage, claim or liabilityin connection with such assumption.

Notice and Procedure. Promptly after (a) Any Person seeking indemnity under any provision of this Agreement (the Indemnified Party receives “Indemnitee”) shall promptly notify the party from whom indemnity is sought (the “Indemnitor”) as to (i) the nature of any claim claims, and/or Losses asserted by or notice of against the Indemnitee for which the Indemnitee intends to seek indemnity hereunder (“Claims”) and (ii) if applicable, the commencement of any actionsuit or proceeding brought to enforce any Claims. The Indemnitor shall assume the defense of any such suit or other proceeding and the Indemnitee shall cooperate fully, administrative or legal proceedingat the Indemnitor’s sole cost and expense, or investigation as and shall be entitled reasonably to which consult with the indemnity provided for in Sections 23.1 through 23.3 may apply, the Indemnified Party shall notify the Indemnifying Party in writing of Indemnitor with respect to such factdefense; provided, however, that if the rights defendants in any such action include both the Indemnitor and the Indemnitee and the Indemnitee reasonably shall have concluded that there may be a conflict between the positions of the Indemnified Party shall not be forfeited by Indemnitor and the failure to give the Indemnifying Party notice to the extent that said failure does not have a material and adverse effect on Indemnitee in conducting the defense of the matter. The Indemnifying Party shall assume on behalf of the Indemnified Party, and conduct with due diligence and in good faith, the defense thereof with counsel reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party shall not settle any such action or investigation unless approved by the Indemnified Party (which approval shall not be unreasonably withheld). Notwithstanding the foregoing, (a) the Indemnified Party shall have the right to be represented in any such action or investigation by advisory counsel of its own selection and at its own expense, and (b) if the Indemnified Party shall have reasonably concluded that (i) there may be legal defenses available to it that are different from, from or additional to, or inconsistent with, to those available to the Indemnifying Party, or (ii) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party, then, in either caseIndemnitor, the Indemnified Party Indemnitee shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the defense of such action on its own behalf and of such Indemnitee, in which case the Indemnifying Party shall indemnify the Indemnified Party for the reasonable fees and expenses of such separate counselcounsel shall be at the expense of the Indemnitor. If The Indemnitor shall not, without the written consent of the Indemnitee, (A) settle or compromise any claim or consent to the entry of any judgment that provides for relief other than the payment of monetary damages, or (B) settle or compromise any claim or consent to the entry of any judgment that does not include as an unconditional term thereof the giving by the claimant to the Indemnitee a release from all liability in respect to such claim. (b) The Indemnitee, actionat the sole cost and expense of the Indemnitor, proceeding or investigation arises as shall assist and cooperate with the Indemnitor in the conduct of litigation, the making of settlements and the enforcement of any right of contribution to which the indemnity Indemnitee may be entitled from any Person in connection with the subject matter of any litigation subject to indemnification hereunder. In addition, the Indemnitee shall, upon request by the Indemnitor or counsel selected by the Indemnitor and at the sole cost and expense of the Indemnitor, attend hearings and trials, assist in the securing and giving of evidence, assist in obtaining the presence or cooperation of witnesses, make available its own personnel, and effect settlements; and shall do whatever else is reasonably necessary and appropriate in connection with such litigation. The Indemnitee shall not make any demand upon the Indemnitor or counsel for the Indemnitor in connection with any litigation subject to indemnification hereunder, except a general demand for indemnification as provided for hereunder. The Indemnitee shall not, except at its own cost, voluntarily make any payment, assume any obligation, incur any expense, or settle or compromise any Claim without the express approval of the Indemnitor. Notwithstanding the foregoing, the Indemnitee shall have the right to join in Section 23.1the defense of any litigation or claim at such Indemnitee’s own cost and expense, 23.2 or 23.3 applies and, if the Indemnitee agrees in writing to be bound by and promptly to pay the Indemnifying Party fails full amount of any final judgment from which no further appeal may be taken and if the Indemnitor is reasonably assured of the Indemnitee’s ability to assume satisfy such agreement, then, at the option of the Indemnitee, such Indemnitee may take over the defense of such litigation or claim. (c) If the Indemnitee shall fail to notify promptly the Indemnitor as to (i) the nature of any Claims or (ii) the commencement of any suit or proceeding brought to enforce any Claims, action, proceeding or investigationif the Indemnitee shall fail to perform its obligations as the Indemnitee hereunder or to cooperate fully with the Indemnitor in the Indemnitor’s defense of any suit or proceeding, then the Indemnified Party mayindemnity with respect to the subject matter of such Claim shall continue, at but shall be limited to the Indemnifying Partydamages that would have nonetheless resulted absent the Indemnitee’s expense, contest or settle failure to notify the Indemnitor in the time required above after taking into account such claim, and actions as could have been taken by the Indemnifying Party shall remain obligated to indemnify Indemnitor had it received timely notice from the Indemnified Party for any and all losses, damages, and liability (including, without limitation, attorneys’ fees and expenses) associated therewith. The payment of the indemnity pursuant to this Section 23.5 shall not be predicated on the Indemnified Party having made payment on any suit, action, loss, damage, claim or liabilityIndemnitee.

Notice and Procedure. Promptly after (a) Any person seeking indemnity under any provision of this Agreement which provides for indemnification from claims by third parties (the Indemnified Party receives "Indemnitee") shall promptly notify the party from whom indemnity is sought (the "Indemnitor") as to (i) the nature of any claim claims, damages, losses or notice of liabilities asserted against the Indemnitee for which the Indemnitee intends to seek indemnity hereunder ("Claims") and (ii) the commencement of any actionsuit or proceeding brought to enforce any Claims. The Indemnitor shall assume the defense of any such suit or other proceeding and the Indemnitee shall cooperate fully, administrative or legal proceedingat the Indemnitor's sole cost and expense, or investigation as and shall be entitled reasonably to consult with the Indemnitor with respect to such defense. (b) Indemnitee, at the sole cost and expense of Indemnitor, shall assist and cooperate with Indemnitor in the conduct of litigation, the making of settlements and the enforcement of any right of contribution to which the indemnity provided for Indemnitee may be entitled from any person or entity in Sections 23.1 through 23.3 may applyconnection with the subject matter of any litigation subject to indemnification hereunder. In addition, Indemnitee shall, upon request by Indemnitor or counsel selected by Indemnitor and at the Indemnified Party sole cost and expense of Indemnitor, attend hearings and trials, assist in the securing and giving of evidence, assist in obtaining the presence or cooperation of witnesses, make available its own personnel, and effect settlements; and shall notify the Indemnifying Party do whatever else is reasonably necessary and appropriate in writing of connection with such fact; provided, however, that the rights of the Indemnified Party litigation. Indemnitee shall not be forfeited by make any demand upon Indemnitor or counsel for Indemnitor in connection with any litigation subject to indemnification hereunder, except a general demand for indemnification as provided hereunder. Indemnitee shall not, except at its own cost, voluntarily make any payment, assume any obligation, incur any expense, or settle or compromise any claim without the failure express approval of Indemnitor, in connection with any litigation subject to give indemnification hereunder. (c) If the Indemnifying Party notice Indemnitee shall fail to notify promptly the Indemnitor as to (i) the nature of any Claims or (ii) the commencement of any suit or proceeding brought to enforce any Claims, or the Indemnitee shall fail to perform its obligations as Indemnitee hereunder or to cooperate fully with Indemnitor in Indemnitor's defense of any suit or proceeding, such cooperation to include, with limitation, attendance at all depositions and the provision of all documents relevant, in the Indemnitor's sole discretion, to the extent that said defense of any Claim, all of which shall be at the sole cost and expense of Indemnitor, then, except where such failure does not have a material and materially adverse effect on the defense of the matter. The Indemnifying Party shall assume on behalf of the Indemnified Party, and conduct with due diligence and in good faith, the defense thereof with counsel reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party shall not settle any such action or investigation unless approved by the Indemnified Party (which approval shall not be unreasonably withheld). Notwithstanding the foregoing, (a) the Indemnified Party shall have the right to be represented in any such action or investigation by advisory counsel of its own selection and at its own expense, and (b) if the Indemnified Party shall have reasonably concluded that (i) there may be legal defenses available to it that are different from, or additional to, or inconsistent with, those available to the Indemnifying Party, or (ii) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party, then, in either case, the Indemnified Party shall have the right to select separate counsel to participate in the Indemnitor's defense of such action on Claims, Indemnitor shall be released from all of its own behalf obligations under this Agreement with respect to that particular suit or proceeding and the Indemnifying Party shall indemnify the Indemnified Party for the fees and expenses of any other Claims which had been raised in such separate counsel. If any claim, action, proceeding suit or investigation arises as to which the indemnity provided for in Section 23.1, 23.2 or 23.3 applies and the Indemnifying Party fails to assume the defense of such claim, action, proceeding or investigation, then the Indemnified Party may, at the Indemnifying Party’s expense, contest or settle such claim, and the Indemnifying Party shall remain obligated to indemnify the Indemnified Party for any and all losses, damages, and liability (including, without limitation, attorneys’ fees and expenses) associated therewith. The payment of the indemnity pursuant to this Section 23.5 shall not be predicated on the Indemnified Party having made payment on any suit, action, loss, damage, claim or liabilityproceeding.

Notice and Procedure. Promptly Each party entitled to indemnification under this Section 9.07 (each, an “Indemnified Party”) shall give written notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party receives any claim or notice of the commencement of any action(whose approval shall not unreasonably be withheld), administrative or legal proceeding, or investigation as to which the indemnity provided for in Sections 23.1 through 23.3 may apply, and the Indemnified Party may participate in such defense at such party’s expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall notify not relieve the Indemnifying Party in writing of such fact; provided, however, that the rights of the Indemnified Party shall not be forfeited by its obligations under this Agreement unless the failure to give the such notice is materially prejudicial to an Indemnifying Party notice Party’s ability to the extent that said failure does not have a material defend such action and adverse effect on the defense of the matter. The Indemnifying Party shall assume on behalf of the Indemnified Party, and conduct with due diligence and in good faith, the defense thereof with counsel reasonably satisfactory to the Indemnified Party; provided, howeverprovided further, that the Indemnifying Party shall not settle 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 defense of any such action claim or investigation unless approved by litigation, shall, except with the consent of each Indemnified Party (which approval whose consent shall not be unreasonably withheld). Notwithstanding , consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the foregoing, (a) giving by the claimant or plaintiff to such Indemnified Party shall have the right of a release from all liability in respect to be represented in any such action or investigation by advisory counsel of its own selection and at its own expense, and (b) if the Indemnified Party shall have reasonably concluded that (i) there may be legal defenses available to it that are different from, or additional to, or inconsistent with, those available to the Indemnifying Party, or (ii) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party, then, in either case, the Indemnified Party shall have the right to select separate counsel to participate in the defense of such action on its own behalf and the Indemnifying Party shall indemnify the Indemnified Party for the fees and expenses of such separate counsel. If any claim, action, proceeding or investigation arises as to which the indemnity provided for in Section 23.1, 23.2 or 23.3 applies and the Indemnifying Party fails to assume the defense of such claim, action, proceeding or investigation, then the Indemnified Party may, at the Indemnifying Party’s expense, contest or settle such claim, and the Indemnifying Party shall remain obligated to indemnify the Indemnified Party for any and all losses, damages, and liability (including, without limitation, attorneys’ fees and expenses) associated therewith. The payment of the indemnity pursuant to this Section 23.5 shall not be predicated on the Indemnified Party having made payment on any suit, action, loss, damage, claim or liabilitylitigation.

Notice and Procedure. Promptly All claims for indemnification by any Indemnified Party against an Indemnifying Party under this Article shall be asserted and resolved as follows: (i) If any claim or demand for which an Indemnifying Party would be liable for Losses to an Indemnified Party is alleged or asserted by a Person other than any Buyer’s Indemnified Person or Seller’s Indemnified Person (a “Third Party Claim”), the Indemnified Party shall deliver a Claim Notice with reasonable promptness to the Indemnifying Party, together with a copy of all papers served, if any, and specifying the nature of and alleged basis for the Third Party Claim and, to the extent then feasible, the alleged amount or the estimated amount of the Third Party Claim. If the Indemnified Party fails to deliver the Claim Notice to the Indemnifying Party within 30 days after the Indemnified Party receives any claim or notice of such Third Party Claim, the commencement Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim if and only to the extent that the Indemnifying Party’s ability to defend the Third Party Claim has been irreparably prejudiced by such failure. The Indemnifying Party will notify the Indemnified Party within 10 days after receipt of any actionthe Claim Notice (the “Notice Period”) whether the Indemnifying Party intends, administrative or legal proceedingat the sole cost and expense of the Indemnifying Party, or investigation as to defend the Indemnified Party against the Third Party Claim. The assumption by the Indemnifying Party of the defense of the Third Party Claim constitutes an admission by the Indemnifying Party that the claim is one for which the indemnity Indemnifying Party is ultimately liable under this Article. (ii) If the Indemnifying Party notifies the Indemnified Party within the Notice Period that the Indemnifying Party intends to defend the Indemnified Party against the Third Party Claim, then the Indemnifying Party will have the right to defend, at its sole cost and expense, the Third Party Claim by all appropriate proceedings, which proceedings will be diligently prosecuted by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party (with the consent of the Indemnified Party). The Indemnifying Party will have full control of such defense and proceedings; provided for that the Indemnified Party may file during the Notice Period, at the sole cost and expense of the Indemnified Party, any motion, answer or other pleading that the Indemnified Party may deem necessary or appropriate to protect its interests and not irrevocably prejudicial to the Indemnifying Party (it being understood and agreed that, except as provided in Sections 23.1 through 23.3 may applySection 9.05(a)(iii), if an Indemnified Party takes any such action that is irrevocably prejudicial and conclusively causes a final adjudication that is materially adverse to the Indemnifying Party, the Indemnifying Party will be relieved of its obligations hereunder with respect to that portion of the Third Party Claim prejudiced by the Indemnified Party’s action); and provided further that, if requested by the Indemnifying Party, the Indemnified Party shall notify cooperate, at the sole cost and expense of the Indemnifying Party, with the Indemnifying Party and its counsel in writing of such fact; provided, however, contesting any Third Party Claim that the rights Indemnifying Party elects to contest or, if appropriate in the judgment of the Indemnified Party shall and related to the Third Party Claim, in making any counterclaim or cross-claim against any Person (other than the Indemnified Party). The Indemnified Party may participate in, but not be forfeited control, any defense or settlement of any Third Party Claim assumed by the failure to give the Indemnifying Party notice pursuant to this Section 9.05(a)(ii) and, except as provided in the extent that said failure does preceding sentence, the Indemnified Party will bear its own costs and expenses with respect to such participation. Notwithstanding the foregoing, the Indemnifying Party may not have a material and adverse effect on assume the defense of the matter. The Indemnifying Third Party shall assume Claim on behalf of the Indemnified Party if (1) the Persons against whom the claim is made, or any impleaded Persons, include both the Indemnifying Party and any Indemnified Party, and conduct with due diligence and in good faith, the defense thereof with counsel reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party shall not settle any (2) representation of both such action or investigation unless approved Persons by the Indemnified Party (same counsel would be inappropriate due to actual or potential differing interests between them, in which approval shall not be unreasonably withheld). Notwithstanding the foregoing, (a) the case any Indemnified Party shall have the right to be represented in any such action or investigation by advisory counsel of defend the Third Party Claim on its own selection behalf and to employ counsel at the expense of the Indemnifying Party. (iii) If the Indemnifying Party fails to notify the Indemnified Party within the Notice Period that the Indemnifying Party intends to defend the Indemnified Party against the Third Party Claim, or if the Indemnifying Party gives such notice but fails to diligently prosecute or settle the Third Party Claim, or if the Indemnifying Party fails to give any notice whatsoever within the Notice Period, then the Indemnified Party will have the right (but not the obligation) to defend, at the sole cost and expense of the Indemnifying Party, the Third Party Claim by all appropriate proceedings, which proceedings will be diligently prosecuted by the Indemnified Party to a final conclusion or settled at the discretion of the Indemnified Party. The Indemnified Party will have full control of such defense and proceedings, including any compromise or settlement thereof; provided that, if requested by the Indemnified Party, the Indemnifying Party shall cooperate, at the sole cost and expense of the Indemnifying Party, with the Indemnified Party and its counsel in contesting the Third Party Claim which the Indemnified Party is contesting, or, if appropriate and related to the Third Party Claim in question, in making any counterclaim or cross claim against any Person (other than the Indemnifying Party). (iv) Notwithstanding the foregoing provisions of Section 9.05(a)(iii), if the Indemnifying Party notifies the Indemnified Party within the Notice Period that the Indemnifying Party disputes its obligation to indemnify the Indemnified Party against the Third Party Claim, and if such dispute is resolved pursuant to Section 9.05(c) in favor of the Indemnifying Party, the Indemnifying Party will not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to Section 9.05(a)(iii) or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party will reimburse the Indemnifying Party in full for all such costs and expenses. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to Section 9.05(a)(iii), but the Indemnifying Party will bear its own expense, costs and expenses with respect thereto if such participation is not at the request of the Indemnified Party. (b) if In the event any Indemnified Party should have a claim against any Indemnifying Party that is not a Third Party Claim, the Indemnified Party shall have reasonably concluded that (i) there may be legal defenses available to it that are different from, or additional to, or inconsistent with, those available deliver an Indemnity Notice with reasonable promptness to the Indemnifying PartyParty specifying the nature of and specific basis for the claim and, to the extent then feasible, the amount or the estimated amount of the claim. The failure by any Indemnified Party to give timely notice referred to in the preceding sentence shall not impair such Person’s rights hereunder except to the extent that an Indemnifying Party demonstrates that it has been irreparably prejudiced thereby. If the Indemnifying Party does not notify the Indemnified Party within ten days following its receipt of the Indemnity Notice that the Indemnifying Party disputes its obligation to indemnify the Indemnified Party hereunder, the claim will be conclusively deemed a liability of the Indemnifying Party hereunder. (iic) there exists If the Indemnifying Party timely disputes its liability with respect to a conflict of interest between claim described in a Claim Notice or an Indemnity Notice, the Indemnifying Party and the Indemnified Party shall proceed promptly and in good faith to negotiate a resolution of such dispute within 60 days following receipt of the Claim Notice or Indemnity Notice. (d) The Indemnifying Party shall pay the amount of any liability to the Indemnified Party within 30 days following its receipt of a Claim Notice or an Indemnity Notice, or on such later date (i) in the case of a Third Party Claim, as the Indemnified Party suffers Losses in respect of the Third Party Claim, or (ii) in the case of an Indemnity Notice in which the amount of the claim is estimated, promptly after any Losses in respect of such claim are actually incurred by the Indemnified Party. In the event the Indemnified Party is not paid in full for its claim in a timely manner after the Indemnifying Party’s obligation to indemnify and the amount thereof has been determined, thenthe amount due shall bear interest from the date that the Indemnifying Party received the Claim Notice or the Indemnity Notice until paid at the interest rate provided in Section 10.15, and in either caseaddition to any other rights it may have against the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to participate in set-off the defense unpaid amount of such action on its own behalf and the Indemnifying Party shall indemnify the Indemnified Party for the fees and expenses of such separate counsel. If claim against any claim, action, proceeding or investigation arises as amounts owed by it to which the indemnity provided for in Section 23.1, 23.2 or 23.3 applies and the Indemnifying Party fails to assume the defense of such claim, action, proceeding or investigation, then the Indemnified Party may, at the Indemnifying Party’s expense, contest . (e) Any estimated amount of a claim submitted in a Claim Notice or settle an Indemnity Notice shall not be conclusive of the final amount of such claim, and the giving of a Claim Notice when an Indemnity Notice is properly due, or the giving of an Indemnity Notice when a Claim Notice is properly due, shall not impair such Indemnified Party’s rights hereunder except to the extent that an Indemnifying Party shall remain obligated to indemnify the Indemnified demonstrates that it has been irreparably prejudiced thereby. Notice of any claim comprised in part of Third Party for any Claims and all losses, damages, and liability (including, without limitation, attorneys’ fees and expenses) associated therewith. The payment of the indemnity claims that are not Third Party Claims may be given pursuant to this either Section 23.5 shall not be predicated on the Indemnified Party having made payment on any suit, action, loss, damage, claim 9.05(a) or liability9.05(b).

Notice and Procedure. Promptly All claims for indemnification by any Indemnified Party against an Indemnifying Party under this Article shall be asserted and resolved as follows: (i) If any claim or demand for which an Indemnifying Party would be liable for Losses to an Indemnified Party is alleged or asserted by a Person other than any Purchasers' Indemnified Person or any Sellers' Indemnified Person (a "Third Party Claim"), the Indemnified Party shall deliver a Claim Notice with reasonable promptness to the Indemnifying Party, together with a copy of all papers served, if any, and specifying the nature of and alleged basis for the Third Party Claim and, to the extent then feasible, the alleged amount or the estimated amount of the Third Party Claim. If the Indemnified Party fails to deliver the Claim Notice to the Indemnifying Party within 30 days after the Indemnified Party receives any claim or notice of such Third Party Claim, the commencement Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim if and only to the extent that the Indemnifying Party's ability to defend the Third Party Claim has been irreparably prejudiced by such failure. The Indemnifying Party will notify the Indemnified Party within 10 days after receipt of the Claim Notice (the "Notice Period") whether the Indemnifying Party intends, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against the Third Party Claim. (ii) If the Indemnifying Party notifies the Indemnified Party within the Notice Period that the Indemnifying Party intends to defend the Indemnified Party against the Third Party Claim, then the Indemnifying Party will have the right to defend, at its sole cost and expense, the Third Party Claim by all appropriate proceedings, which proceedings will be diligently prosecuted by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party (with the consent of the Indemnified Party not to be unreasonably withheld). The Indemnifying Party will have full control of such defense and proceedings; provided that the Indemnified Party may file during the Notice Period, at the sole cost and expense of the Indemnified Party, any motion, answer or other pleading that the Indemnified Party may deem necessary or appropriate to protect its interests and not irrevocably prejudicial to the Indemnifying Party (it being understood and agreed that, except as provided in Section 14.5(a)(iii), if an Indemnified Party takes any such action that causes a final adjudication that is materially adverse to the Indemnifying Party, the Indemnifying Party will be relieved of its obligations hereunder with respect to that portion of the Third Party Claim prejudiced by the Indemnified Party's action); and provided further that, administrative or legal proceeding, or investigation as to which if requested by the indemnity provided for in Sections 23.1 through 23.3 may applyIndemnifying Party, the Indemnified Party shall notify cooperate, at the sole cost and expense of the Indemnifying Party, with the Indemnifying Party and its counsel in writing of such fact; provided, however, contesting any Third Party Claim that the rights Indemnifying Party elects to contest or, if appropriate in the judgment of the Indemnified Party shall and related to the Third Party Claim, in making any counterclaim or cross-claim against any Person (other than the Indemnified Party). The Indemnified Party may participate in, but not be forfeited control, any defense or settlement of any Third Party Claim assumed by the failure to give the Indemnifying Party notice pursuant to this Section 14.5(a)(ii) and, except as provided in the extent that said failure does preceding sentence, the Indemnified Party will bear its own costs and expenses with respect to such participation. Notwithstanding the foregoing, the Indemnifying Party may not have a material and adverse effect on assume the defense of the matter. The Indemnifying Third Party shall assume Claim on behalf of the Indemnified Party if (1) the Persons against whom the claim is made, or any impleaded Persons, include both the Indemnifying Party and any Indemnified Party, and conduct with due diligence and in good faith, the defense thereof with counsel reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party shall not settle any (2) representation of both such action or investigation unless approved Persons by the Indemnified Party (same counsel would be inappropriate due to actual or potential differing interests between them, in which approval shall not be unreasonably withheld). Notwithstanding the foregoing, (a) the case any Indemnified Party shall have the right to be represented in any such action or investigation by advisory counsel of defend the Third Party Claim on its own selection behalf and to employ counsel at the expense of the Indemnifying Party. (iii) If the Indemnifying Party fails to notify the Indemnified Party within the Notice Period that the Indemnifying Party intends to defend the Indemnified Party against the Third Party Claim, or if the Indemnifying Party gives such notice but fails to diligently defend or settle the Third Party Claim, or if the Indemnifying Party fails to give any notice whatsoever within the Notice Period, then the Indemnified Party will have the right (but not the obligation) to defend, at the sole cost and expense of the Indemnifying Party, the Third Party Claim by all appropriate proceedings, which proceedings will be diligently prosecuted by the Indemnified Party to a final conclusion or settled at the discretion of the Indemnified Party. The Indemnified Party will have full control of such defense and proceedings, including any compromise or settlement thereof, provided that, if requested by the Indemnified Party, the Indemnifying Party shall cooperate, at the sole cost and expense of the Indemnifying Party, with the Indemnified Party and its counsel in contesting the Third Party Claim which the Indemnified Party is contesting, or, if appropriate and related to the Third Party Claim in question, in making any counterclaim or cross claim against any Person (other than the Indemnifying Party). (iv) Notwithstanding the foregoing provisions of Section 14.5(a)(iii), if the Indemnifying Party notifies the Indemnified Party within the Notice Period that the Indemnifying Party disputes its obligation to indemnify the Indemnified Party against the Third Party Claim, and if such dispute is resolved pursuant to Section 14.5(c) in favor of the Indemnifying Party, the Indemnifying Party will not be required to bear the costs and expenses of the Indemnified Party's defense pursuant to Section 14.5(a)(iii) or of the Indemnifying Party's participation therein at the Indemnified Party's request, and the Indemnified Party will reimburse the Indemnifying Party in full for all such costs and expenses. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to Section 14.5(a)(iii), but the Indemnifying Party will bear its own expense, costs and expenses with respect thereto. (b) if In the event any Indemnified Party should have a claim against any Indemnifying Party that is not a Third Party Claim, the Indemnified Party shall have reasonably concluded that (i) there may be legal defenses available to it that are different from, or additional to, or inconsistent with, those available deliver an Indemnity Notice with reasonable promptness to the Indemnifying PartyParty specifying the nature of and specific basis for the claim and, to the extent then feasible, the amount or the estimated amount of the claim. The failure by any Indemnified Party to give timely notice referred to in the preceding sentence shall not impair such Person's rights hereunder except to the extent that an Indemnifying Party demonstrates that it has been irreparably prejudiced thereby. If the Indemnifying Party does not notify the Indemnified Party within twenty days following its receipt of the Indemnity Notice that the Indemnifying Party disputes its obligation to indemnify the Indemnified Party hereunder, the claim will be conclusively deemed a liability of the Indemnifying Party hereunder. (iic) there exists If the Indemnifying Party timely disputes its liability with respect to a conflict of interest between claim described in a Claim Notice or an Indemnity Notice, the Indemnifying Party and the Indemnified Party shall proceed promptly and in good faith to negotiate a resolution of such dispute within 60 days following receipt of the Claim Notice or Indemnity Notice and, if such dispute is not resolved through negotiations during such 60-day period, it shall be resolved by arbitration pursuant to Section 17.1. (d) The Indemnifying Party shall pay the amount of any liability to the Indemnified Party within 30 days following its receipt of a Claim Notice or an Indemnity Notice, or on such later date (i) in the case of a Third Party Claim, as the Indemnified Party suffers Losses in respect of the Third Party Claim, or (ii) in the case of an Indemnity Notice in which the amount of the claim is estimated, promptly after any Losses in respect of such claim are actually incurred by the Indemnified Party. In the event the Indemnified Party is not paid in full for its claim in a timely manner after the Indemnifying Party's obligation to indemnify and the amount thereof has been determined, thenthe amount due shall bear interest from the date that the Indemnifying Party received the Claim Notice or the Indemnity Notice until paid at the interest rate provided in Section 17.19, and in either caseaddition to any other rights it may have against the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to participate in set-off the defense unpaid amount of such action on its own behalf and the Indemnifying Party shall indemnify the Indemnified Party for the fees and expenses of such separate counsel. If claim against any claim, action, proceeding or investigation arises as amounts owed by it to which the indemnity provided for in Section 23.1, 23.2 or 23.3 applies and the Indemnifying Party fails to assume the defense of such claim, action, proceeding or investigation, then the Indemnified Party may, at the Indemnifying Party’s expense, contest . (e) Any estimated amount of a claim submitted in a Claim Notice or settle an Indemnity Notice shall not be conclusive of the final amount of such claim, and the giving of a Claim Notice when an Indemnity Notice is properly due, or the giving of an Indemnity Notice when a Claim Notice is properly due, shall not impair such Indemnified Party's rights hereunder except to the extent that an Indemnifying Party shall remain obligated to indemnify the Indemnified demonstrates that it has been irreparably prejudiced thereby. Notice of any claim comprised in part of Third Party for any Claims and all losses, damages, and liability (including, without limitation, attorneys’ fees and expenses) associated therewith. The payment of the indemnity claims that are not Third Party Claims may be given pursuant to this either Section 23.5 shall not be predicated on the Indemnified Party having made payment on any suit, action, loss, damage, claim 14.5(a) or liability14.5(b).

Notice and Procedure. Promptly Any party claiming indemnity hereunder (hereinafter referred to as the “Indemnified Party”) shall give the party against whom indemnity is sought (hereinafter referred to as the “Indemnifying Party”) prompt written notice after the Indemnified Party receives obtaining knowledge of any claim or notice the existence of the commencement of any action, administrative or legal proceeding, or investigation facts as to which recovery may be sought against it in respect of which the Indemnifying Party may be liable because of the indemnity provided provisions set forth in this Section 7. If such claim for indemnity arises in Sections 23.1 through 23.3 may applyconnection with a legal action instituted by a third party (hereinafter a “Third Party Claim”), the Indemnified Party shall hereby agrees that, within ten (10) business days after it is served with notice of the assertion of any Third Party Claim for which it may seek indemnity hereunder, the Indemnified Party will notify the Indemnifying Party in writing of such fact; providedThird Party Claim. Any delay in the giving of such notice shall not relieve the Indemnifying Party of his obligations hereunder. 7.2.1. The Indemnifying Party shall, however, within ten (10) business days after the date that the rights of the Indemnified Party shall not be forfeited gives notice of a claim (whether a Third Party Claim or otherwise) as provided above, notify the Indemnified Party whether it accepts or contests its obligation of indemnity hereunder as claimed by the failure to give Indemnified Party. 7.2.2. If the claim for indemnity arises in connection with a Third Party Claim and the Indemnifying Party notice accepts its indemnity obligation hereunder, the Indemnifying Party shall have the right, after conceding in writing its obligation of indemnity hereunder, to the extent that said failure does not have a material and adverse effect on conduct the defense of such action at its sole expense through counsel reasonably acceptable to the matterIndemnified Party. The Indemnified Party shall cooperate in such defense as reasonably necessary to enable the Indemnifying Party to conduct its defense, including providing the Indemnifying Party with reasonable access to such records as may be relevant to its defense. The Indemnifying Party shall assume on behalf be entitled to settle any such Third Party Claim without the prior written consent of the Indemnified Party, and conduct with due diligence and in good faith, the defense thereof with counsel reasonably satisfactory to the Indemnified Party; provided, however, Party provided that the Indemnifying Party shall not settle any such action or investigation unless approved by provides the Indemnified Party (which approval shall not be unreasonably withheld). Notwithstanding the foregoing, (a) with reasonable assurances that the Indemnified Party shall have will be fully indemnified by the right to be represented Indemnifying Party in connection with any such action or investigation by advisory counsel of Third Party Claim. The Indemnified Party shall be entitled to retain its own selection and counsel at its own expenseexpense in connection with any Third Party Claim that the Indemnifying Party has elected to defend. If the Indemnifying Party accepts its indemnity obligations hereunder in connection with a Third Party Claim but elects not to conduct the defense thereof, and (b) if the Indemnified Party may defend and/or settle such Third Party Claim and shall have reasonably concluded that (i) there may be legal defenses available entitled to it that are different frombe indemnified for the full amount of such claim and all costs and expenses, or additional toincluding attorneys’ fees, or inconsistent with, those available incurred in connection therewith pursuant to this Section 7.2.2. 7.2.3. If the Indemnifying Party, or (ii) there exists claim for indemnity arises in connection with a conflict of interest between Third Party Claim and the Indemnifying Party and the Indemnified Party, then, in either casecontests or does not accept its indemnity obligation hereunder, the Indemnified Party shall have the right to select separate counsel defend and/or settle such Third Party Claim and thereafter seek indemnity from the other party pursuant to participate this Section 7.2.3, however, that the Indemnified Party shall not settle any such claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. 7.2.4. If the claim for indemnity arises other than in the defense of such action on its own behalf connection with a Third Party Claim and the Indemnifying Party shall indemnify accepts its indemnity obligation hereunder, the Indemnifying Party shall, upon the request of the Indemnified Party, pay the full amount of such claim to the Indemnified Party for or to the fees and expenses of third party asserting such separate counselclaim as directed by the Indemnified Party. If any claim, action, proceeding or investigation the claim for indemnity arises as to which the indemnity provided for other than in Section 23.1, 23.2 or 23.3 applies connection with a Third Party Claim and the Indemnifying Party fails to assume the defense of such claimcontests its indemnity obligation hereunder, action, proceeding or investigation, then the Indemnified Party mayshall have the right to defend, at the Indemnifying Party’s expense, contest settle or settle take any other action with respect to such claim, claim and the Indemnifying Party shall remain obligated to indemnify the Indemnified Party for any and all losses, damages, and liability (including, without limitation, attorneys’ fees and expenses) associated therewith. The payment of the thereafter seek indemnity pursuant to this Section 23.5 7.2.4.; provided, however, that the Indemnified Party shall not settle any such claim without the prior written consent of the Indemnifying Party, which consent shall not be predicated on the Indemnified Party having made payment on any suit, action, loss, damage, claim or liabilityunreasonably withheld.

Notice and Procedure. Promptly after (a) Any Party seeking indemnity under any provision of this Agreement (the Indemnified “Indemnitee”) shall promptly notify the Party receives from whom indemnity is sought (the “Indemnitor”) as to (i) the nature of any claim claims, damages, losses or notice of liabilities asserted by or against the Indemnitee for which the Indemnitee intends to seek indemnity hereunder (“Claims”) and (ii) if applicable, the commencement of any action, administrative suit or legal proceeding, or investigation as proceeding brought to which the indemnity provided for in Sections 23.1 through 23.3 enforce any Claims. The Indemnitor may apply, the Indemnified Party shall notify the Indemnifying Party in writing of such fact; provided, however, that the rights of the Indemnified Party shall not be forfeited by the failure elect to give the Indemnifying Party notice to the extent that said failure does not have a material and adverse effect on assume the defense of the matter. The Indemnifying Party suit or other proceeding and the Indemnitee shall assume on behalf of cooperate fully, at the Indemnified PartyIndemnitor’s sole cost and expense, and conduct shall be entitled reasonably to consult with due diligence and in good faith, the defense thereof Indemnitor with counsel reasonably satisfactory respect to the Indemnified Partythat defense; provided, provided however, that if the Indemnifying Party defendants in an action include both the Indemnitor and the Indemnitee and the Indemnitee reasonably shall not settle any such have concluded that there may be a conflict between the positions of the Indemnitor and the Indemnitee in conducting the defense of the action or investigation unless approved by the Indemnified Party (which approval shall not be unreasonably withheld). Notwithstanding the foregoing, (a) the Indemnified Party shall have the right to be represented in any such action or investigation by advisory counsel of its own selection and at its own expense, and (b) if the Indemnified Party shall have reasonably concluded that (i) there may be legal defenses available to it that are different from, from or additional to, or inconsistent with, to those available to the Indemnifying Party, or (ii) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party, then, in either caseIndemnitor, the Indemnified Party Indemnitee shall have the right to select separate counsel to assume its legal defenses and to otherwise participate in the defense of such that action on its own behalf and of the Indemnifying Party shall indemnify Indemnitee, in which case the Indemnified Party for the reasonable fees and expenses of such separate counselthat counsel shall be at the expense of the Indemnitor. If The Indemnitor shall not, without the written consent of the Indemnitee, (A) settle or compromise any claim or consent to the entry of any judgment either of which provides for relief other than the payment of monetary damages, or (B) settle or compromise any claim or consent to the entry of any judgment which does not include as an unconditional term thereof the giving by the claimant to the Indemnitee a release from all liability in respect to the claim. (b) Provided that the Indemnitor has accepted its indemnification obligations and has agreed to pay (and timely pays) the third party out of pocket expenses and fees incurred by the Indemnitee: (a) the Indemnitee, actionat the sole cost and expense of the Indemnitor, proceeding or investigation arises as shall assist and cooperate with the Indemnitor in the conduct of litigation, the making of settlements and the enforcement of any right of contribution to which the indemnity Indemnitee may be entitled from any Person in connection with the subject matter of any litigation subject to indemnification hereunder; (b) the Indemnitee shall, upon request by the Indemnitor or counsel selected by the Indemnitor and at the sole cost and expense of the Indemnitor, attend hearings and trials, assist in the securing and giving of evidence, assist in obtaining the presence or cooperation of witnesses, make available its own personnel, and effect settlements; and shall do whatever else is reasonably necessary and appropriate in connection with that litigation; (c) the Indemnitee shall not make any demand upon the Indemnitor or counsel for the Indemnitor in connection with any litigation subject to indemnification hereunder, except a general demand for indemnification as provided for hereunder, and (d) the Indemnitee shall not, except at its own cost, voluntarily make any payment, assume any obligation, incur any expense, or settle or compromise any claim without the express approval of the Indemnitor. Notwithstanding the foregoing, the Indemnitee shall have the right to join in Section 23.1, 23.2 or 23.3 applies and the Indemnifying Party fails to assume the defense of such any litigation or claim at the Indemnitee’s own cost and expense, and, if the Indemnitee agrees in writing to be bound by and promptly to pay the full amount of any final judgment from which no further appeal may be taken and if the Indemnitor is reasonably assured of the Indemnitee’s ability to satisfy that agreement, then, at the option of the Indemnitee, the Indemnitee may take over the defense of that litigation or claim. (c) If the Indemnitee shall fail to notify promptly the Indemnitor as to (i) the nature of any Claims or (ii) the commencement of any suit or proceeding brought to enforce any Claims, action, proceeding or investigationif the Indemnitee shall fail to perform its obligations as the Indemnitee hereunder or to cooperate fully with the Indemnitor in the Indemnitor’s defense of any suit or proceeding, then the Indemnified Party may, at indemnity with respect to the Indemnifying Party’s expense, contest or settle such claim, and the Indemnifying Party shall remain obligated to indemnify the Indemnified Party for any and all losses, damages, and liability (including, without limitation, attorneys’ fees and expenses) associated therewith. The payment subject matter of the indemnity pursuant Claim shall continue, but shall be limited to this Section 23.5 shall not be predicated on the Indemnified Party having made payment on any suit, action, loss, damage, claim or liabilitydamages that would have nonetheless resulted absent the Indemnitee’s failure to notify the Indemnitor in the time required above after taking into account those actions as could have been taken by the Indemnitor had it received timely notice from the Indemnitee.

Notice and Procedure. Promptly Each party entitled to indemnification under this Section 5.9 (each, an “Indemnified Party”) shall give written notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party receives any claim or notice of the commencement of any action(whose approval shall not unreasonably be withheld), administrative or legal proceeding, or investigation as to which the indemnity provided for in Sections 23.1 through 23.3 may apply, and the Indemnified Party may participate in such defense at such party’s expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall notify not relieve the Indemnifying Party in writing of such fact; provided, however, that the rights of the Indemnified Party shall not be forfeited by its obligations under this Agreement unless the failure to give the such notice is materially prejudicial to an Indemnifying Party notice Party’s ability to the extent that said failure does not have a material defend such action and adverse effect on the defense of the matter. The Indemnifying Party shall assume on behalf of the Indemnified Party, and conduct with due diligence and in good faith, the defense thereof with counsel reasonably satisfactory to the Indemnified Party; provided, howeverprovided further, that the Indemnifying Party shall not settle assume the defense of any action, in which there is, in the reasonable opinion of counsel selected by the Indemnifying Party to represent the Indemnified Party, a material conflict or any material issue between the position of the Indemnifying Party and the position of the Indemnified Party. No Indemnifying Party, in the defense of any such action claim or investigation unless approved by litigation, shall, except with the consent of each Indemnified Party (which approval whose consent shall not be unreasonably withheld). Notwithstanding , consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the foregoing, (a) giving by the claimant or plaintiff to such Indemnified Party shall have the right of a release from all liability in respect to be represented in any such action or investigation by advisory counsel of its own selection and at its own expense, and (b) if the Indemnified Party shall have reasonably concluded that (i) there may be legal defenses available to it that are different from, or additional to, or inconsistent with, those available to the Indemnifying Party, or (ii) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party, then, in either case, the Indemnified Party shall have the right to select separate counsel to participate in the defense of such action on its own behalf and the Indemnifying Party shall indemnify the Indemnified Party for the fees and expenses of such separate counsel. If any claim, action, proceeding or investigation arises as to which the indemnity provided for in Section 23.1, 23.2 or 23.3 applies and the Indemnifying Party fails to assume the defense of such claim, action, proceeding or investigation, then the Indemnified Party may, at the Indemnifying Party’s expense, contest or settle such claim, and the Indemnifying Party shall remain obligated to indemnify the Indemnified Party for any and all losses, damages, and liability (including, without limitation, attorneys’ fees and expenses) associated therewith. The payment of the indemnity pursuant to this Section 23.5 shall not be predicated on the Indemnified Party having made payment on any suit, action, loss, damage, claim or liabilitylitigation.

Notice and Procedure. Promptly Each party entitled to indemnification under this Section 3.8 (each, an “Indemnified Party”) shall give written notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party receives any claim or notice of the commencement of any action(whose approval shall not unreasonably be withheld), administrative or legal proceeding, or investigation as to which the indemnity provided for in Sections 23.1 through 23.3 may apply, and the Indemnified Party may participate in such defense at such party’s expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall notify not relieve the Indemnifying Party in writing of such fact; provided, however, that the rights of the Indemnified Party shall not be forfeited by its obligations under this Agreement unless the failure to give the such notice is materially prejudicial to an Indemnifying Party notice Party’s ability to the extent that said failure does not have a material defend such action and adverse effect on the defense of the matter. The Indemnifying Party shall assume on behalf of the Indemnified Party, and conduct with due diligence and in good faith, the defense thereof with counsel reasonably satisfactory to the Indemnified Party; provided, howeverprovided further, that the Indemnifying Party shall not settle 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 defense of any such action claim or investigation unless approved by litigation, shall, except with the consent of each Indemnified Party (which approval whose consent shall not be unreasonably withheld). Notwithstanding , consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the foregoing, (a) giving by the claimant or plaintiff to such Indemnified Party shall have the right of a release from all liability in respect to be represented in any such action or investigation by advisory counsel of its own selection and at its own expense, and (b) if the Indemnified Party shall have reasonably concluded that (i) there may be legal defenses available to it that are different from, or additional to, or inconsistent with, those available to the Indemnifying Party, or (ii) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party, then, in either case, the Indemnified Party shall have the right to select separate counsel to participate in the defense of such action on its own behalf and the Indemnifying Party shall indemnify the Indemnified Party for the fees and expenses of such separate counsel. If any claim, action, proceeding or investigation arises as to which the indemnity provided for in Section 23.1, 23.2 or 23.3 applies and the Indemnifying Party fails to assume the defense of such claim, action, proceeding or investigation, then the Indemnified Party may, at the Indemnifying Party’s expense, contest or settle such claim, and the Indemnifying Party shall remain obligated to indemnify the Indemnified Party for any and all losses, damages, and liability (including, without limitation, attorneys’ fees and expenses) associated therewith. The payment of the indemnity pursuant to this Section 23.5 shall not be predicated on the Indemnified Party having made payment on any suit, action, loss, damage, claim or liabilitylitigation.

Notice and Procedure. Promptly after the Any Indemnified Party receives any wishing to claim or notice of the commencement indemnification under Section 6.10(a), upon learning of any claim, action, administrative or legal proceedingsuit, proceeding or investigation as to which the indemnity described above, shall promptly notify Parent thereof; provided for in Sections 23.1 through 23.3 may apply, the Indemnified Party shall notify the Indemnifying Party in writing of such fact; provided, however, that the rights of the Indemnified Party failure so to notify shall not be forfeited by affect the failure to give the Indemnifying Party notice obligations of Parent under Section 6.10(a) unless and to the extent that said failure does Parent is actually prejudiced as a result of such failure. In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) Parent shall have the right to assume the defense thereof and Parent shall not have a material be liable to such Indemnified Parties for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnified Parties in connection with the defense thereof, except that if Parent shall elect not to assume such defense, or counsel for the Indemnified Parties advises in writing that there are issues which raise conflicts of interest between Parent and adverse effect on the Indemnified Parties, the Indemnified Parties may retain counsel satisfactory to them, and Parent shall pay the reasonable fees and expenses of one such counsel for the Indemnified Parties in any jurisdiction promptly as statements thereof are received, (ii) the Indemnified Parties shall cooperate in the defense of the any such matter. The Indemnifying Party shall assume on behalf of the Indemnified Party, and conduct with due diligence and in good faith, the defense thereof with counsel reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party (iii) Parent shall not settle be liable for any such action or investigation unless approved by the Indemnified Party settlement effected without its prior written consent (which approval consent shall not be unreasonably withheld). Notwithstanding the foregoing, (a) the and provided, further, that Parent shall not have any obligation hereunder to any Indemnified Party when and if a court of competent jurisdiction shall ultimately determine, and such determination shall have become final and nonappealable, that the right to be represented in any indemnification of such action or investigation by advisory counsel of its own selection and at its own expense, and (b) if the Indemnified Party shall have reasonably concluded that (i) there may be legal defenses available to it that are different from, or additional to, or inconsistent with, those available to the Indemnifying Party, or (ii) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party, then, in either case, the Indemnified Party shall have the right to select separate counsel to participate in the defense of such action on its own behalf and the Indemnifying Party shall indemnify the Indemnified Party for the fees and expenses of such separate counsel. If any claim, action, proceeding manner contemplated by this Agreement is not permitted or investigation arises as to which the indemnity provided for in Section 23.1, 23.2 or 23.3 applies and the Indemnifying Party fails to assume the defense of such claim, action, proceeding or investigation, then the Indemnified Party may, at the Indemnifying Party’s expense, contest or settle such claim, and the Indemnifying Party shall remain obligated to indemnify the Indemnified Party for any and all losses, damages, and liability (including, without limitation, attorneys’ fees and expenses) associated therewith. The payment of the indemnity pursuant to this Section 23.5 shall not be predicated on the Indemnified Party having made payment on any suit, action, loss, damage, claim or liabilityprohibited by applicable law.

Notice and Procedure. Promptly Each party entitled to indemnification under this Section 13.8 (each, an “Indemnified Party”) shall give written notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party receives any claim or notice of the commencement of any action(whose approval shall not unreasonably be withheld), administrative or legal proceeding, or investigation as to which the indemnity provided for in Sections 23.1 through 23.3 may apply, and the Indemnified Party may participate in such defense at such party’s expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall notify not relieve the Indemnifying Party in writing of such fact; provided, however, that the rights of the Indemnified Party shall not be forfeited by its obligations under this Agreement unless the failure to give the such notice is materially prejudicial to an Indemnifying Party notice Party’s ability to the extent that said failure does not have a material defend such action and adverse effect on the defense of the matter. The Indemnifying Party shall assume on behalf of the Indemnified Party, and conduct with due diligence and in good faith, the defense thereof with counsel reasonably satisfactory to the Indemnified Party; provided, howeverprovided further, that the Indemnifying Party shall not settle any such action or investigation unless approved by assume the Indemnified Party (defense for matters as to which approval shall not be unreasonably withheld). Notwithstanding the foregoing, (a) the Indemnified Party shall have the right to be represented in any such action or investigation by advisory counsel of its own selection and at its own expense, and (b) if the Indemnified Party shall have reasonably concluded that (i) there may be legal defenses available to it that are different from, or additional to, or inconsistent with, those available to the Indemnifying Party, or (ii) there exists is a conflict of interest between the or there are separate and different defenses. No Indemnifying Party and the Indemnified Party, then, in either case, the Indemnified Party shall have the right to select separate counsel to participate in the defense of any such action on its own behalf and claim or litigation, shall, except with the Indemnifying Party shall indemnify consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party for the fees and expenses of a release from all liability in respect to such separate counsel. If any claim, action, proceeding or investigation arises as to which the indemnity provided for in Section 23.1, 23.2 or 23.3 applies and the Indemnifying Party fails to assume the defense of such claim, action, proceeding or investigation, then the Indemnified Party may, at the Indemnifying Party’s expense, contest or settle such claim, and the Indemnifying Party shall remain obligated to indemnify the Indemnified Party for any and all losses, damages, and liability (including, without limitation, attorneys’ fees and expenses) associated therewith. The payment of the indemnity pursuant to this Section 23.5 shall not be predicated on the Indemnified Party having made payment on any suit, action, loss, damage, claim or liabilitylitigation.

Notice and Procedure. Promptly Each party entitled to indemnification under this Section 5.3(i) (the “Indemnified Party”) shall give written notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party receives any claim or notice of the commencement of any action(whose approval shall not unreasonably be withheld), administrative or legal proceeding, or investigation as to which the indemnity provided for in Sections 23.1 through 23.3 may apply, and the Indemnified Party may participate in such defense at such party’s expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall notify not relieve the Indemnifying Party in writing of such fact; provided, however, that the rights of the Indemnified Party shall not be forfeited by its obligations under this Agreement unless the failure to give the such notice is materially prejudicial to an Indemnifying Party notice Party’s ability to the extent that said failure does not have a material defend such action and adverse effect on the defense of the matter. The Indemnifying Party shall assume on behalf of the Indemnified Party, and conduct with due diligence and in good faith, the defense thereof with counsel reasonably satisfactory to the Indemnified Party; provided, howeverprovided further, that the Indemnifying Party shall not settle 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 defense of any such action claim or investigation unless approved by litigation, shall, except with the consent of each Indemnified Party (which approval whose consent shall not be unreasonably withheld). Notwithstanding , consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the foregoing, (a) giving by the claimant or plaintiff to such Indemnified Party shall have the right of a release from all liability in respect to be represented in any such action or investigation by advisory counsel of its own selection and at its own expense, and (b) if the Indemnified Party shall have reasonably concluded that (i) there may be legal defenses available to it that are different from, or additional to, or inconsistent with, those available to the Indemnifying Party, or (ii) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party, then, in either case, the Indemnified Party shall have the right to select separate counsel to participate in the defense of such action on its own behalf and the Indemnifying Party shall indemnify the Indemnified Party for the fees and expenses of such separate counsel. If any claim, action, proceeding or investigation arises as to which the indemnity provided for in Section 23.1, 23.2 or 23.3 applies and the Indemnifying Party fails to assume the defense of such claim, action, proceeding or investigation, then the Indemnified Party may, at the Indemnifying Party’s expense, contest or settle such claim, and the Indemnifying Party shall remain obligated to indemnify the Indemnified Party for any and all losses, damages, and liability (including, without limitation, attorneys’ fees and expenses) associated therewith. The payment of the indemnity pursuant to this Section 23.5 shall not be predicated on the Indemnified Party having made payment on any suit, action, loss, damage, claim or liabilitylitigation.

Notice and Procedure. Promptly after (a) Any person seeking indemnity under any provision of this Agreement (the Indemnified Party receives “Indemnitee”) shall promptly notify the party from whom indemnity is sought (the “Indemnitor”) as to (i) the nature of any claim claims, damages, losses or notice of liabilities asserted by or against the Indemnitee for which the Indemnitee intends to seek indemnity hereunder (“Claims”) and (ii) if applicable, the commencement of any actionsuit or proceeding brought to enforce any Claims. The Indemnitor shall assume the defense of any such suit or other proceeding and the Indemnitee shall cooperate fully, administrative or legal proceedingat the Indemnitor’s sole cost and expense, or investigation as and shall be entitled reasonably to which consult with the indemnity provided for in Sections 23.1 through 23.3 may apply, the Indemnified Party shall notify the Indemnifying Party in writing of Indemnitor with respect to such factdefense; provided, however, that if the rights defendants in any such action include both the Indemnitor and the Indemnitee and the Indemnitee reasonably shall have concluded that there may be a conflict between the positions of the Indemnified Party shall not be forfeited by Indemnitor and the failure to give the Indemnifying Party notice to the extent that said failure does not have a material and adverse effect on Indemnitee in conducting the defense of the matter. The Indemnifying Party shall assume on behalf of the Indemnified Party, and conduct with due diligence and in good faith, the defense thereof with counsel reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party shall not settle any such action or investigation unless approved by the Indemnified Party (which approval shall not be unreasonably withheld). Notwithstanding the foregoing, (a) the Indemnified Party shall have the right to be represented in any such action or investigation by advisory counsel of its own selection and at its own expense, and (b) if the Indemnified Party shall have reasonably concluded that (i) there may be legal defenses available to it that are different from, from or additional to, or inconsistent with, to those available to the Indemnifying Party, or (ii) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party, then, in either caseIndemnitor, the Indemnified Party Indemnitee shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the defense of such action on its own behalf and of such Indemnitee, in which case the Indemnifying Party shall indemnify the Indemnified Party for the reasonable fees and expenses of such separate counselcounsel shall be at the expense of the Indemnitor. If The Indemnitor shall not, without the written consent of the Indemnitee, (A) settle or compromise any claim or consent to the entry of any judgment which provides for relief other than the payment of monetary damages, (B) settle or compromise any claim or consent to the entry of any judgment which does not include as an unconditional term thereof the giving by the claimant to the Indemnitee a release from all liability in respect to such claim, actionor (C) settle or compromise any claim or consent to entry of any judgment which includes an admission of wrongdoing by the Indemnitee. (b) The Indemnitee, proceeding or investigation arises as at the sole cost and expense of the Indemnitor, shall assist and cooperate with the Indemnitor in the conduct of litigation, the making of settlements and the enforcement of any right of contribution to which the indemnity Indemnitee may be entitled from any Person in connection with the subject matter of any litigation subject to indemnification hereunder. In addition, the Indemnitee shall, upon request by the Indemnitor or counsel selected by the Indemnitor and at the sole cost and expense of the Indemnitor, attend hearings and trials, assist in the securing and giving of evidence, assist in obtaining the presence or cooperation of witnesses, make available its own personnel, and effect settlements; and shall do whatever else is reasonably necessary and appropriate in connection with such litigation. The Indemnitee shall not make any demand upon the Indemnitor or counsel for the Indemnitor in connection with any litigation subject to indemnification hereunder, except a general demand for indemnification as provided for hereunder. The Indemnitee shall not, except at its own cost, voluntarily make any payment, assume any obligation, incur any expense, or settle or compromise any claim without the express approval of the Indemnitor. Notwithstanding the foregoing, the Indemnitee shall have the right to join in Section 23.1the defense of any litigation or claim at such Indemnitee’s own cost and expense, 23.2 or 23.3 applies and, if the Indemnitee agrees in writing to be bound by and promptly to pay the Indemnifying Party fails full amount of any final judgment from which no further appeal may be taken and if the Indemnitor is reasonably assured of the Indemnitee’s ability to assume satisfy such agreement, then, at the option of the Indemnitee, such Indemnitee may take over the defense of such litigation or claim. (c) If the Indemnitee shall fail to promptly notify the Indemnitor as to (i) the nature of any Claims or (ii) the commencement of any suit or proceeding brought to enforce any Claims, action, proceeding or investigationif the Indemnitee shall fail to perform its obligations as the Indemnitee hereunder or to cooperate fully with the Indemnitor in the Indemnitor’s defense of any suit or proceeding, then the Indemnified Party mayindemnity with respect to the subject matter of such Claim shall continue, at but shall be limited to the Indemnifying Partydamages that would have nonetheless resulted absent the Indemnitee’s expense, contest or settle failure to notify the Indemnitor in the time required above after taking into account such claim, and actions as could have been taken by the Indemnifying Party shall remain obligated to indemnify Indemnitor had it received timely notice from the Indemnified Party for any and all losses, damages, and liability (including, without limitation, attorneys’ fees and expenses) associated therewith. The payment of the indemnity pursuant to this Section 23.5 shall not be predicated on the Indemnified Party having made payment on any suit, action, loss, damage, claim or liabilityIndemnitee.

Notice and Procedure. Promptly Each party entitled to indemnification under this Section 5 (the “Indemnified Party”) shall give written notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party receives any claim or notice of the commencement of any action(whose approval shall not unreasonably be withheld), administrative or legal proceeding, or investigation as to which the indemnity provided for in Sections 23.1 through 23.3 may apply, and the Indemnified Party may participate in such defense at such party’s expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall notify not relieve the Indemnifying Party in writing of such fact; provided, however, that the rights of the Indemnified Party shall not be forfeited by its obligations under this Agreement unless the failure to give the such notice is materially prejudicial to an Indemnifying Party notice Party’s ability to the extent that said failure does not have a material defend such action and adverse effect on the defense of the matter. The Indemnifying Party shall assume on behalf of the Indemnified Party, and conduct with due diligence and in good faith, the defense thereof with counsel reasonably satisfactory to the Indemnified Party; provided, howeverprovided further, that the Indemnifying Party shall not settle 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 defense of any such action claim or investigation unless approved by litigation, shall, except with the consent of each Indemnified Party (which approval whose consent shall not be unreasonably withheld). Notwithstanding , consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the foregoing, (a) giving by the claimant or plaintiff to such Indemnified Party shall have the right of a release from all liability in respect to be represented in any such action or investigation by advisory counsel of its own selection and at its own expense, and (b) if the Indemnified Party shall have reasonably concluded that (i) there may be legal defenses available to it that are different from, or additional to, or inconsistent with, those available to the Indemnifying Party, or (ii) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party, then, in either case, the Indemnified Party shall have the right to select separate counsel to participate in the defense of such action on its own behalf and the Indemnifying Party shall indemnify the Indemnified Party for the fees and expenses of such separate counsel. If any claim, action, proceeding or investigation arises as to which the indemnity provided for in Section 23.1, 23.2 or 23.3 applies and the Indemnifying Party fails to assume the defense of such claim, action, proceeding or investigation, then the Indemnified Party may, at the Indemnifying Party’s expense, contest or settle such claim, and the Indemnifying Party shall remain obligated to indemnify the Indemnified Party for any and all losses, damages, and liability (including, without limitation, attorneys’ fees and expenses) associated therewith. The payment of the indemnity pursuant to this Section 23.5 shall not be predicated on the Indemnified Party having made payment on any suit, action, loss, damage, claim or liabilitylitigation.

Notice and Procedure. Promptly after (a) In the Indemnified Party receives event that any Legal Proceedings are instituted by a third party or any claim or notice demand is asserted or threatened against or sought to be collected from a Person who is seeking indemnity under any provision of this Agreement (the commencement of any action“Indemnitee”) by a third party, administrative or legal proceeding, or investigation as to in each case for which the party from whom indemnity provided for in Sections 23.1 through 23.3 is sought (the “Indemnitor”) may applyhave liability to any Indemnitee hereunder (a “Third Party Claim”), the Indemnified such Indemnitee shall, promptly following such Indemnitee’s receipt of a Third Party shall Claim, notify the Indemnifying Party Indemnitor in writing of such factThird Party Claim (a “Claim Notice”); provided, however, that the rights of the Indemnified Party shall not be forfeited by the failure to give a timely Claim Notice shall relieve the Indemnifying Party notice Indemnitor of its obligations hereunder only if and to the extent that said such failure does not have has a material and adverse materially prejudicial effect on the defense defenses or other rights available to the Indemnitor with respect to such Third Party Claim or the Indemnitor is otherwise materially prejudiced by such delay. The Indemnitor shall have thirty (30) days after receipt of the matter. The Indemnifying Claim Notice (the “Notice Period”) to notify the Indemnitee that it desires to defend the Indemnitee against such Third Party shall assume on behalf of the Indemnified Party, and conduct with due diligence and in good faith, the defense thereof with counsel reasonably satisfactory to the Indemnified PartyClaim; provided, however, that in such notice the Indemnifying Party shall not settle Indemnitor must agree to indemnify the Indemnitee from and against the entirety of any such action and all Damages the Indemnitee may suffer resulting from, arising out of, relating to, in the nature of or investigation unless approved caused by the Indemnified Third Party Claim (subject to the limitations of this Section 9). The Indemnitee shall deliver to the Indemnitor, upon request and without charge, copies of any demand, complaint and other material correspondence and documents served on or received by the Indemnitee with respect to such Third Party Claim. (b) In the event that the Indemnitor notifies the Indemnitee within the Notice Period that it desires to defend the Indemnitee against a Third Party Claim, (i) the Indemnitor shall have the right to defend the Indemnitee by appropriate Legal Proceedings and shall have the sole power to direct and control such defense, with counsel of its choosing, at its expense, (ii) the Indemnitor shall use its Reasonable Best Efforts to defend diligently such Third Party Claim, and (iii) the Indemnitee, prior to the period in which the Indemnitor assumes the defense of such matter, may take such reasonable actions to preserve any and all rights with respect to such matter, without such actions being construed as a waiver of the Indemnitee’s rights to defense and indemnification pursuant to this Agreement, but with such actions not being determinative of the amount of any Damages. The Indemnitor shall not, without the prior written consent of the Indemnitee (which approval consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding , settle, compromise or offer to settle or compromise any Third Party Claim that does not include as a term thereof the foregoinggiving by the Person(s) asserting such Third Party Claim to Indemnitee a release from all liability with respect to such claim or consent to entry of any judgment. (c) If the Indemnitor (i) does not elect to defend the Indemnitee against a Third Party Claim, whether by not giving the Indemnitee timely notice of its desire to so defend or otherwise or (aii) after assuming the Indemnified defense of a Third Party Claim, fails to take commercially reasonable steps necessary to defend diligently such Third Party Claim, the Indemnitee shall have the right but not the obligation to be represented in any assume such action or investigation by advisory defense and shall have the sole power to direct and control such defense, with counsel of its own selection and choosing, at its own expense, and (b) if the Indemnified Party shall have reasonably concluded expense of the Indemnitor; it being understood that (i) there may be legal defenses available to it that are different from, or additional to, or inconsistent with, those available to the Indemnifying Party, or (ii) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party, then, in either case, the Indemnified Party shall have the Indemnitee’s right to select separate counsel to participate in indemnification for a Third Party Claim shall not be adversely affected by assuming the defense of such action on its own behalf Third Party Claim. The Indemnitee shall not settle a Third Party Claim without the consent of the Indemnitor, which consent shall not be unreasonably withheld, delayed or conditioned. (d) The Indemnitee and the Indemnifying Indemnitor shall cooperate in the conduct of the defense of a Third Party Claim, including by providing reasonable access to each other’s relevant business records and other documents, and employees, subject to reasonable confidentiality obligations. The party that controls the defense, compromise or settlement of a Third Party Claim shall indemnify keep the Indemnified other party reasonably informed of material developments and events relating to such claim. (e) The Indemnitee and the Indemnitor shall use their Reasonable Best Efforts to avoid production of confidential information (consistent with applicable Law), and to cause all communications among employees, counsel and others representing any party to a Third Party Claim to be made so as to preserve any applicable attorney-client or work-product privileges. (f) Any claim by an Indemnitee for indemnification not involving a Third Party Claim may be asserted by giving the fees Indemnitor written notice thereof (a “Notice of Direct Claim”), which notice shall say “Direct Indemnity Claim”, and expenses shall be given promptly after the Indemnitee becomes aware of such separate counselclaim. If any claimSuch Notice of Direct Claim must state that the Indemnitee, actionin good faith, proceeding or investigation arises as believes it is entitled to indemnification and the relevant section(s) of this Agreement pursuant to which the indemnity provided for Indemnitee is entitled to indemnification and contain to the extent possible, a good faith estimate of the Damages that the Indemnitee has incurred or paid or will incur or pay as a result of the matter giving rise to such right of indemnification or a statement explaining why such amount cannot be reasonably estimated. The Indemnitor shall have thirty (30) days after its receipt of a Notice of Direct Claim to respond in Section 23.1writing to such Notice of Direct Claim. During such period of thirty (30) days, 23.2 the Indemnitee shall cooperate in all reasonable respects with the Indemnitor and its professional advisors in their investigation of the matter or 23.3 applies circumstance alleged to give rise to the Notice of Direct Claim, and whether and to what extent any amount is payable in respect of the Indemnifying Party fails to assume the defense Notice of such claim, action, proceeding or investigation, then the Indemnified Party may, at the Indemnifying Party’s expense, contest or settle such claimDirect Claim, and the Indemnifying Party Indemnitee shall remain obligated use its Reasonable Best Efforts to indemnify assist the Indemnified Party for Indemnitor’s investigation by giving such non-privileged information and assistance at the Indemnitor’s sole expense, as the Indemnitor or any of its professional advisors may reasonably request in order to evaluate such Notice of Direct Claim. If the Indemnitor does not notify the Indemnitee within thirty (30) days following its receipt of a Notice of Direct Claim that the Indemnitor disputes its liability to the Indemnitee, such claim specified by the Indemnitee in such notice shall be conclusively deemed rejected by the Indemnitor and all losses, damages, and liability (including, without limitation, attorneys’ fees and expenses) associated therewith. The payment of the indemnity Indemnitee will be free to pursue such remedies as may be available to the Indemnitee pursuant to Section 20, subject to the terms and limitations set forth in this Section 23.5 shall not be predicated on the Indemnified Party having made payment on any suit, action, loss, damage, claim or liability9.

Notice and Procedure. Promptly All claims for indemnification by any Indemnified Party against an Indemnifying Party under this Article 11 shall be asserted and resolved as follows: (i) If any claim or demand for which an Indemnifying Party would be liable for Losses to an Indemnified Party is alleged or asserted by a Person other than any Buyer Indemnitee or any Seller Indemnitee (a "Third Party Claim"), the Indemnified Party shall deliver a Claim Notice with reasonable promptness to the Indemnifying Party, together with a copy of all papers served, if any, and specifying the nature of and alleged basis for the Third Party Claim and, to the extent then feasible, the alleged amount or the estimated amount of the Third Party Claim. Except as provided in Section 11.2, if the Indemnified Party fails to deliver the Claim Notice to the Indemnifying Party promptly after the Indemnified Party receives any claim or notice of such Third Party Claim, the commencement of any action, administrative or legal proceeding, or investigation as Indemnifying Party will not be obligated to which the indemnity provided for in Sections 23.1 through 23.3 may apply, indemnify the Indemnified Party shall notify the Indemnifying with respect to such Third Party in writing of such fact; providedClaim, however, that the rights of the Indemnified Party shall not be forfeited by the failure to give the Indemnifying Party notice if and only to the extent that said failure does not have a material and adverse effect on the defense of Indemnifying Party's ability to defend the matterThird Party Claim has been irreparably prejudiced by such failure. The Indemnifying Party shall assume on behalf will notify the Indemnified Party within 15 days after receipt of the Claim Notice (the "Notice Period") whether the Indemnifying Party intends, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against the Third Party Claim. (ii) If the Indemnifying Party notifies the Indemnified Party within the Notice Period that the Indemnifying Party intends to defend the Indemnified Party against the Third Party Claim, then the Indemnifying Party will have the right to defend, at its sole cost and expense, the Third Party Claim by all appropriate proceedings, which proceedings will be diligently prosecuted by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party, and conduct with due diligence and in good faith, the defense thereof with counsel reasonably satisfactory to the Indemnified PartyParty will furnish the Indemnifying Party with all information in its possession with respect to that Third Party Claim; provided, however, that the Indemnifying Party will not enter into any settlement with respect to any Third Party Claim that purports to limit the activities of, or otherwise restrict in any way, any Indemnified Party without the prior consent of that Indemnified Party. The Indemnifying Party will have full control of such defense and proceedings; provided, however, that the Indemnified Party may file until the expiration of the Notice Period, at the sole cost and expense of the Indemnified Party, any motion, answer or other pleading that the Indemnified Party may deem necessary or appropriate to protect its interests and that is not irrevocably prejudicial to the Indemnifying Party (it being understood and agreed that the Indemnified Party shall not settle endeavor, if practicable, to provide the Indemnifying Party with advance notice of its intention to file any such motion, answer or other pleading, and an opportunity to comment with respect thereto, and except as provided in Section 11.3(a)(iii), if an Indemnified Party takes any such action or investigation unless approved that is irrevocably prejudicial and conclusively causes a final adjudication that is materially adverse to the Indemnifying Party, the Indemnifying Party will be relieved of its obligations hereunder with respect to that portion of the Third Party Claim prejudiced by the Indemnified Party's action); provided, further, however, that, if requested by the Indemnifying Party, the Indemnified Party shall cooperate, at the sole cost and expense of the Indemnifying Party, with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest or, if appropriate in the judgment of the Indemnified Party and related to the Third Party Claim, in making any counterclaim or cross-claim against any Person (which approval shall other than the Indemnified Party). The Indemnified Party may participate in, but not be unreasonably withheld)control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to this Section 11.3(a)(ii) and, except as provided in the immediately preceding sentence, the Indemnified Party will bear its own costs and expenses with respect to such participation. Notwithstanding the foregoing, if (aA) the named parties to any such action (including any impleaded parties, include both the Indemnifying Party and any Indemnified Party and (B) such Indemnified Party has been advised by counsel that representation of both such Persons by the same counsel would be inappropriate due to actual or potential differing interests between them, such Indemnified Party shall have the right to be represented defend the claim against it and, in connection with that defense, employ counsel at the expense of the Indemnifying Party. In such case, it is understood that the Indemnifying Parties shall, in connection with any such action or investigation separate but substantially similar or related actions in the same jurisdiction or arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of only one separate firm of attorneys (in addition to appropriate local counsel) at any time for all Indemnified Parties. (iii) If the Indemnifying Party fails to notify the Indemnified Party within the Notice Period that the Indemnifying Party intends to defend the Indemnified Party against the Third Party Claim, or if the Indemnifying Party gives such notice but fails to diligently prosecute or settle the Third Party Claim, then the Indemnified Party will have the right (but not the obligation) to defend, at the sole cost and expense of the Indemnifying Party, the Third Party Claim by advisory counsel all appropriate proceedings, which proceedings will be diligently prosecuted by the Indemnified Party to a final conclusion or settled at the discretion of the Indemnified Party. The Indemnified Party will have full control of such defense and proceedings, including any compromise or settlement thereof. (iv) Notwithstanding Section 11.3(a)(iii), if the Indemnifying Party notifies the Indemnified Party within the Notice Period that the Indemnifying Party disputes its obligation to indemnify the Indemnified Party against the Third Party Claim, and if such dispute is resolved pursuant to Section 11.3(c) in favor of the Indemnifying Party, the Indemnifying Party will not be required to bear the costs and expenses of the Indemnified Party's defense pursuant to Section 11.3(a)(iii) or of the Indemnifying Party's participation therein at the Indemnified Party's request, and the Indemnified Party will reimburse the Indemnifying Party in full for all such costs and expenses. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to Section 11.3(a)(iii), but the Indemnifying Party will bear its own selection costs and expenses with respect thereto if such participation is not at its own expense, and the request of the Indemnified Party. (b) if In the event any Indemnified Party should have a claim against any Indemnifying Party that is not a Third Party Claim, the Indemnified Party shall have reasonably concluded that (i) there may be legal defenses available to it that are different from, or additional to, or inconsistent with, those available deliver an Indemnity Notice with reasonable promptness to the Indemnifying PartyParty specifying the nature of and specific basis for the claim and, to the extent then feasible, the amount or the estimated amount of the claim. The failure by any Indemnified Party to give timely notice referred to in the preceding sentence shall not impair such Person's rights hereunder except to the extent that an Indemnifying Party demonstrates that it has been irreparably prejudiced thereby. If the Indemnifying Party does not notify the Indemnified Party within 30 days following its receipt of the Indemnity Notice that the Indemnifying Party disputes its obligation to indemnify the Indemnified Party hereunder, the claim will be conclusively deemed a liability of the Indemnifying Party hereunder. (iic) there exists If the Indemnifying Party timely disputes its liability with respect to a conflict of interest between claim described in a Claim Notice or an Indemnity Notice, the Indemnifying Party and the Indemnified Party, then, in either case, the Indemnified Party shall have the right proceed promptly and in good faith to select separate counsel to participate in the defense negotiate a resolution of such action on its own behalf and the Indemnifying Party shall indemnify the Indemnified Party for the fees and expenses of such separate counsel. If any claim, action, proceeding or investigation arises as to which the indemnity provided for in Section 23.1, 23.2 or 23.3 applies and the Indemnifying Party fails to assume the defense of such claim, action, proceeding or investigation, then the Indemnified Party may, at the Indemnifying Party’s expense, contest or settle such claim, and the Indemnifying Party shall remain obligated to indemnify the Indemnified Party for any and all losses, damages, and liability (including, without limitation, attorneys’ fees and expenses) associated therewith. The payment dispute within 60 days following receipt of the indemnity pursuant to this Claim Notice or Indemnity Notice and, if such dispute is not resolved through negotiations during such 60-day period, it may be resolved through appropriate proceedings in accordance with the provisions of Section 23.5 shall not be predicated on the Indemnified Party having made payment on any suit, action, loss, damage, claim or liability12.8.

Notice and Procedure. Promptly Any party claiming indemnity hereunder (hereinafter referred to as the "Indemnified Party") shall give the party against whom indemnity is sought (hereinafter referred to as the "Indemnifying Party") prompt written notice after the Indemnified Party receives obtaining knowledge of any claim or notice the existence of the commencement of any action, administrative or legal proceeding, or investigation facts as to which recovery may be sought against it in respect of which the Indemnifying Party may be liable because of the indemnity provided provisions set forth in this Section 7. If such claim for indemnity arises in Sections 23.1 through 23.3 may applyconnection with a legal action instituted by a third party (hereinafter a "Third Party Claim"), the Indemnified Party shall hereby agrees that, within ten (10) Business Days after it is served with notice of the assertion of any Third Party Claim for which it may seek indemnity hereunder, the Indemnified Party will notify the Indemnifying Party in writing of such fact; providedThird Party Claim. 7.3.1. The Indemnifying Party shall, however, within ten (10) Business Days after the date that the rights of the Indemnified Party shall not be forfeited gives notice of a claim (whether a Third Party Claim or otherwise) as provided above, notify the Indemnified Party whether it accepts or contests its obligation of indemnity hereunder as claimed by the failure to give Indemnified Party. 7.3.2. If the claim for indemnity arises in connection with a Third Party Claim and the Indemnifying Party notice accepts its indemnity obligation hereunder, the Indemnifying Party shall have the right, after conceding in writing its obligation of indemnity hereunder, to the extent that said failure does not have a material and adverse effect on conduct the defense of such action at its sole expense through counsel reasonably acceptable to the matterIndemnified Party. The Indemnified Party shall cooperate in such defense as reasonably necessary to enable the Indemnifying Party to conduct its defense, including providing the Indemnifying Party with reasonable access to such records as may be relevant to its defense. The Indemnifying Party shall assume on behalf be entitled to settle any such Third Party Claim without the prior written consent of the Indemnified Party, and conduct with due diligence and in good faith, the defense thereof with counsel reasonably satisfactory to the Indemnified Party; provided, however, Party provided that the Indemnifying Party shall not settle any such action or investigation unless approved by provides the Indemnified Party (which approval shall not be unreasonably withheld). Notwithstanding the foregoing, (a) with reasonable assurances that the Indemnified Party shall have will be fully indemnified by the right to be represented Indemnifying Party in connection with any such action or investigation by advisory counsel of Third Party Claim. The Indemnified Party shall be entitled to retain its own selection and counsel at its own expenseexpense in connection with any Third Party Claim that the Indemnifying Party has elected to defend. If the Indemnifying Party accepts its indemnity obligations hereunder in connection with a Third Party Claim but elects not to conduct the defense thereof, and (b) if the Indemnified Party may defend and/or settle such Third Party Claim and shall have reasonably concluded that (i) there may be legal defenses available entitled to it that are different frombe indemnified for the full amount of such claim and all costs and expenses, or additional toincluding attorneys' fees, or inconsistent with, those available incurred in connection therewith pursuant to this Section 7.3.2. 7.3.3. If the Indemnifying Party, or (ii) there exists claim for indemnity arises in connection with a conflict of interest between Third Party Claim and the Indemnifying Party and the Indemnified Party, then, in either casecontests or does not accept its indemnity obligation hereunder, the Indemnified Party shall have the right to select separate counsel defend and/or settle such Third Party Claim and thereafter seek indemnity from the other party pursuant to participate this Section 7.3.3, however, that the Indemnified Party shall not settle any such claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. 7.3.4. If the claim for indemnity arises other than in the defense of such action on its own behalf connection with a Third Party Claim and the Indemnifying Party shall indemnify accepts its indemnity obligation hereunder, the Indemnifying Party shall, upon the request of the Indemnified Party, pay the full amount of such claim to the Indemnified Party for or to the fees and expenses of third party asserting such separate counselclaim as directed by the Indemnified Party. If any claim, action, proceeding or investigation the claim for indemnity arises as to which the indemnity provided for other than in Section 23.1, 23.2 or 23.3 applies connection with a Third Party Claim and the Indemnifying Party fails to assume the defense of such claimcontests its indemnity obligation hereunder, action, proceeding or investigation, then the Indemnified Party mayshall have the right to defend, at the Indemnifying Party’s expense, contest settle or settle take any other action with respect to such claim, claim and the Indemnifying Party shall remain obligated to indemnify the Indemnified Party for any and all losses, damages, and liability (including, without limitation, attorneys’ fees and expenses) associated therewith. The payment of the thereafter seek indemnity pursuant to this Section 23.5 7.3.4; provided, however, that the Indemnified Party shall not settle any such claim without the prior written consent of the Indemnifying Party, which consent shall not be predicated on the Indemnified Party having made payment on any suit, action, loss, damage, claim or liabilityunreasonably withheld.

Notice and Procedure. Promptly Any party claiming indemnity ---------------------- hereunder (hereinafter referred to as the "Indemnified Party") shall give the ------------------ party against whom indemnity is sought (hereinafter referred to as the "Indemnifying Party") prompt written notice after the Indemnified Party receives obtaining knowledge of any ------------------- claim or notice the existence of the commencement of any action, administrative or legal proceeding, or investigation facts as to which recovery may be sought against it in respect of which the Indemnifying Party may be liable because of the indemnity provided provisions set forth in this Article VI. If such claim for indemnity arises in Sections 23.1 through 23.3 may applyconnection with a legal action instituted by a third party (hereinafter a "Third ----- Party Claim"), the Indemnified Party shall hereby agrees that, within five (5) ------------ business days after it is served with notice of the assertion of any Third Party Claim for which it may seek indemnity hereunder, the Indemnified Party will notify the Indemnifying Party in writing of such fact; providedThird Party Claim. The Indemnifying Party shall, however, within five (5) business days after the date that the rights of the Indemnified Party shall not be forfeited gives notice of a claim (whether a Third Party Claim or otherwise) as provided above, notify the Indemnified Party whether it accepts or contests its obligation of indemnity hereunder as claimed by the failure to give Indemnified Party. If the claim for indemnity arises in connection with a Third Party Claim and the Indemnifying Party notice accepts its indemnity obligation hereunder, the Indemnifying Party shall have the right, after conceding in writing its obligation of indemnity hereunder, to the extent that said failure does not have a material and adverse effect on conduct the defense of such action at its sole expense through counsel reasonably acceptable to the matterIndemnified Party. The Indemnified Party shall cooperate in such defense as reasonably necessary to enable the Indemnifying Party to conduct its defense, including providing the Indemnifying Party with reasonable access to such records as may be relevant to its defense. The Indemnifying Party shall assume on behalf be entitled to settle any such Third Party Claim without the prior written consent of the Indemnified Party, and conduct with due diligence and in good faith, the defense thereof with counsel reasonably satisfactory to the Indemnified Party; provided, however, Party provided that the Indemnifying Party shall not settle any such action or investigation unless approved by provides the Indemnified Party (which approval shall not be unreasonably withheld). Notwithstanding the foregoing, (a) with reasonable assurances that the Indemnified Party shall have will be fully indemnified by the right to be represented Indemnifying Party in connection with any such action or investigation by advisory counsel of Third Party Claim. The Indemnified Party shall be entitled to retain its own selection and counsel at its own expenseexpense in connection with any Third Party Claim that the Indemnifying Party has elected to defend. If the Indemnifying Party accepts its indemnity obligations hereunder in connection with a Third Party Claim but elects not to conduct the defense thereof, and (b) if the Indemnified Party may defend and/or settle such Third Party Claim and shall have reasonably concluded that (i) there may be legal defenses available entitled to it that are different frombe indemnified for the full amount of such claim and all costs and expenses, or additional toincluding attorneys' fees, or inconsistent with, those available incurred in connection therewith pursuant to this Article VI. If the Indemnifying Party, or (ii) there exists claim for indemnity arises in connection with a conflict of interest between Third Party Claim and the Indemnifying Party and the Indemnified Party, then, in either casecontests or does not accept its indemnity obligation hereunder, the Indemnified Party shall have the right to select separate counsel defend and/or settle such Third Party Claim and thereafter seek indemnity from the other party pursuant to participate this Article VI; provided, however, that the Indemnified -------- ------- Party shall not settle any such claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. If the claim for indemnity arises other than in the defense of such action on its own behalf connection with a Third Party Claim and the Indemnifying Party shall indemnify accepts its indemnity obligation hereunder, the Indemnifying Party shall, upon the request of the Indemnified Party, pay the full amount of such claim to the Indemnified Party for or to the fees and expenses of third party asserting such separate counselclaim as directed by the Indemnified Party. If any claim, action, proceeding or investigation the claim for indemnity arises as to which the indemnity provided for other than in Section 23.1, 23.2 or 23.3 applies connection with a Third Party Claim and the Indemnifying Party fails to assume the defense of such claimcontests its indemnity obligation hereunder, action, proceeding or investigation, then the Indemnified Party mayshall have the right to defend, at the Indemnifying Party’s expense, contest settle or settle take any other action with respect to such claim, claim and the Indemnifying Party shall remain obligated to indemnify the Indemnified Party for any and all losses, damages, and liability (including, without limitation, attorneys’ fees and expenses) associated therewith. The payment of the thereafter seek indemnity pursuant to this Section 23.5 Article VI; provided, however, that the Indemnified Party shall not settle any -------- ------- such claim without the prior written consent of the Indemnifying Party, which consent shall not be predicated on the Indemnified Party having made payment on any suit, action, loss, damage, claim or liabilityunreasonably withheld.

Notice and Procedure. Promptly after (a) Any person seeking indemnity under any provision of this Agreement (the Indemnified Party receives “Indemnitee”) shall promptly notify the party from whom indemnity is sought (the “Indemnitor”) as to (i) the nature of any claim claims, damages, losses or notice of liabilities asserted by or against the Indemnitee for which the Indemnitee intends to seek indemnity hereunder (“Claims”) and (ii) the commencement of any actionsuit or proceeding brought to enforce any Claims. The Indemnitor shall assume the defense of any such suit or other proceeding and the Indemnitee shall cooperate fully, administrative or legal proceedingat the Indemnitor’s sole cost and expense, or investigation as and shall be entitled reasonably to which consult with the indemnity Indemnitor with respect to such defense; provided for in Sections 23.1 through 23.3 may apply, the Indemnified Party shall notify the Indemnifying Party in writing of such fact; provided, however, that if the rights defendants in any such action include both the Indemnitor and the Indemnitee and the Indemnitee reasonably shall have concluded that there may be a conflict between the positions of the Indemnified Party shall not be forfeited by Indemnitor and the failure to give the Indemnifying Party notice to the extent that said failure does not have a material and adverse effect on Indemnitee in conducting the defense of the matter. The Indemnifying Party shall assume on behalf of the Indemnified Party, and conduct with due diligence and in good faith, the defense thereof with counsel reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party shall not settle any such action or investigation unless approved by the Indemnified Party (which approval shall not be unreasonably withheld). Notwithstanding the foregoing, (a) the Indemnified Party shall have the right to be represented in any such action or investigation by advisory counsel of its own selection and at its own expense, and (b) if the Indemnified Party shall have reasonably concluded that (i) there may be legal defenses available to it that are different from, from or additional to, or inconsistent with, to those available to the Indemnifying Party, or (ii) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party, then, in either caseIndemnitor, the Indemnified Party Indemnitee shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the defense of such action on its own behalf and of such Indemnitee, in which case the Indemnifying Party shall indemnify the Indemnified Party for the reasonable fees and expenses of such separate counsel. If counsel shall be at the expense of the Indemnitor. (b) The Indemnitee, at the sole cost and expense of the Indemnitor, shall assist and cooperate with the Indemnitor in the conduct of litigation, the making of settlements and the enforcement of any claim, action, proceeding or investigation arises as right of contribution to which the indemnity Indemnitee may be entitled from any person or entity in connection with the subject matter of any litigation subject to indemnification hereunder. In addition, the Indemnitee shall, upon request by the Indemnitor or counsel selected by the Indemnitor and at the sole cost and expense of the Indemnitor, attend hearings and trials, assist in the securing and giving of evidence, assist in obtaining the presence or cooperation of witnesses, make available its own personnel, and effect settlements; and shall do whatever else is reasonably necessary and appropriate in connection with such litigation. The Indemnitee shall not make any demand upon the Indemnitor or counsel for the Indemnitor in connection with any litigation subject to indemnification hereunder, except a general demand for indemnification as provided for hereunder. The Indemnitee shall not, except at its own cost, voluntarily make any payment, assume any obligation, incur any expense, or settle or compromise any claim without the express approval of the Indemnitor. Notwithstanding the foregoing, the Indemnitee shall have the right to join in Section 23.1the defense of any litigation or claim at such Indemnitee’s own cost and expense, 23.2 or 23.3 applies and, if the Indemnitee agrees in writing to be bound by and promptly to pay the Indemnifying Party fails full amount of any final judgment from which no further appeal may be taken and if the Indemnitor is reasonably assured of the Indemnitee’s ability to assume satisfy such agreement, then, at the option of the Indemnitee, such Indemnitee may take over the defense of such litigation or claim. (c) If the Indemnitee shall fail to notify promptly the Indemnitor as to (i) the nature of any Claims or (ii) the commencement of any suit or proceeding brought to enforce any Claims, action, proceeding or investigationif the Indemnitee shall fail to perform its obligations as the Indemnitee hereunder or to cooperate fully with the Indemnitor in the Indemnitor’s defense of any suit or proceeding, then the Indemnified Party mayindemnity with respect to the subject matter of such Claim shall continue, at but shall be limited to the Indemnifying Partydamages that would have nonetheless resulted absent the Indemnitee’s expense, contest or settle failure to notify the Indemnitor in the time required above after taking into account such claim, and actions as could have been taken by the Indemnifying Party shall remain obligated to indemnify Indemnitor had it received timely notice from the Indemnified Party for any and all losses, damages, and liability (including, without limitation, attorneys’ fees and expenses) associated therewith. The payment of the indemnity pursuant to this Section 23.5 shall not be predicated on the Indemnified Party having made payment on any suit, action, loss, damage, claim or liabilityIndemnitee.

Notice and Procedure. Promptly Any party claiming indemnity hereunder (hereinafter referred to as the “Indemnified party”) shall give the party against whom indemnity is sought (hereinafter referred to as the “Indemnifying party”) prompt written notice after the Indemnified Party receives obtaining knowledge of any claim or the existence of facts as to which recovery may be sought against it in respect of which the Indemnifying party may be liable because of the indemnity provisions set forth in this Section 6.05. If such claim for indemnity arises in connection with a legal action instituted by a third party (hereinafter a “Third Party Claim”), the Indemnified party hereby agrees that, within ten (10) Business Days after it is served with notice of the commencement assertion of any action, administrative or legal proceeding, or investigation as to Third Party Claim for which the it may seek indemnity provided for in Sections 23.1 through 23.3 may applyhereunder, the Indemnified Party shall party will notify the Indemnifying Party party in writing of such factThird Party Claim. The Indemnifying party shall, within ten (10) Business Days after the date that the Indemnified party gives notice of a claim (whether a Third Party Claim or otherwise) as provided above, notify the Indemnified party whether it accepts or contests its obligation of indemnity hereunder as claimed by the Indemnified party. If the claim for indemnity arises in connection with a Third Party Claim and the Indemnifying party accepts its indemnity obligation hereunder, the Indemnifying party shall have the right, after conceding in writing its obligation of indemnity hereunder, to conduct the defense of such action at its sole expense through counsel reasonably acceptable to the Indemnified party. The Indemnified party shall cooperate in such defense as reasonably necessary to enable the Indemnifying party to conduct its defense, including providing the Indemnifying party with reasonable access to such records as may be relevant to its defense. The Indemnifying party shall be entitled to settle any such Third Party Claim without the prior written consent of the Indemnified party provided that the Indemnifying party provides the Indemnified party with reasonable assurances that the Indemnified party will be fully indemnified by the Indemnifying party in connection with any such Third Party Claim. The Indemnified party shall be entitled to retain its own counsel at its own expense in connection with any Third Party Claim that the Indemnifying party has elected to defend. If the Indemnifying party accepts its indemnity obligations hereunder in connection with a Third Party Claim but elects not to conduct the defense thereof, the Indemnified party may defend and/or settle such Third Party Claim and shall be entitled to be indemnified for the full amount of such claim and all costs and expenses, including attorneys’ fees, incurred in connection therewith pursuant to this Section 6.05. If the claim for indemnity arises in connection with a Third Party Claim and the Indemnifying party contests or does not accept its indemnity obligation hereunder, the Indemnified party shall have the right to defend and/or settle such Third Party Claim and thereafter seek indemnity from the other party pursuant to this Section 6.06; provided, however, that the rights Indemnified party shall not settle any such claim without the prior written consent of the Indemnifying party, which consent shall not be unreasonably withheld. If the claim for indemnity arises other than in connection with a Third Party Claim and the Indemnifying party accepts its indemnity obligation hereunder, the Indemnifying party shall, upon the request of the Indemnified Party shall not be forfeited by party, pay the failure to give the Indemnifying Party notice to the extent that said failure does not have a material and adverse effect on the defense full amount of the matter. The Indemnifying Party shall assume on behalf of the Indemnified Party, and conduct with due diligence and in good faith, the defense thereof with counsel reasonably satisfactory such claim to the Indemnified Partyparty or to the third party asserting such claim as directed by the Indemnified party. If the claim for indemnity arises other than in connection with a Third Party Claim and the Indemnifying party contests its indemnity obligation hereunder, the Indemnified party shall have the right to defend, settle or take any other action with respect to such claim and thereafter seek indemnity pursuant to this Section 6.05; provided, however, that the Indemnifying Party Indemnified party shall not settle any such action or investigation unless approved by claim without the Indemnified Party (prior written consent of the Indemnifying party, which approval consent shall not be unreasonably withheld). Notwithstanding the foregoing, (a) the Indemnified Party shall have the right to be represented in any such action or investigation by advisory counsel of its own selection and at its own expense, and (b) if the Indemnified Party shall have reasonably concluded that (i) there may be legal defenses available to it that are different from, or additional to, or inconsistent with, those available to the Indemnifying Party, or (ii) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party, then, in either case, the Indemnified Party shall have the right to select separate counsel to participate in the defense of such action on its own behalf and the Indemnifying Party shall indemnify the Indemnified Party for the fees and expenses of such separate counsel. If any claim, action, proceeding or investigation arises as to which the indemnity provided for in Section 23.1, 23.2 or 23.3 applies and the Indemnifying Party fails to assume the defense of such claim, action, proceeding or investigation, then the Indemnified Party may, at the Indemnifying Party’s expense, contest or settle such claim, and the Indemnifying Party shall remain obligated to indemnify the Indemnified Party for any and all losses, damages, and liability (including, without limitation, attorneys’ fees and expenses) associated therewith. The payment of the indemnity pursuant to this Section 23.5 shall not be predicated on the Indemnified Party having made payment on any suit, action, loss, damage, claim or liability.

Notice and Procedure. Promptly Any party claiming indemnity hereunder (hereinafter referred to as the "INDEMNIFIED PARTY") shall give the party against whom indemnity is sought (hereinafter referred to as the "INDEMNIFYING PARTY") prompt written notice after the Indemnified Party receives obtaining knowledge of any claim or notice the existence of the commencement of any action, administrative or legal proceeding, or investigation facts as to which recovery may be sought against it in respect of which the Indemnifying Party may be liable because of the indemnity provided provisions set forth in this SECTION 7.07. If such claim for indemnity arises in Sections 23.1 through 23.3 may applyconnection with a legal action instituted by a third party (hereinafter a "THIRD PARTY CLAIM"), the Indemnified Party shall hereby agrees that, within five (5) business days after it is served with notice of the assertion of any Third Party Claim for which it may seek indemnity hereunder, the Indemnified Party will notify the Indemnifying Party in writing of such fact; providedThird Party Claim. The Indemnifying Party shall, however, within five (5) business days after the date that the rights of the Indemnified Party shall not be forfeited gives notice of a claim (whether a Third Party Claim or otherwise) as provided above, notify the Indemnified Party whether it accepts or contests its obligation of indemnity hereunder as claimed by the failure to give Indemnified Party. If the claim for indemnity arises in connection with a Third Party Claim and the Indemnifying Party notice accepts its indemnity obligation hereunder, the Indemnifying Party shall have the right, after conceding in writing its obligation of indemnity hereunder, to the extent that said failure does not have a material and adverse effect on conduct the defense of such action at its sole expense through counsel reasonably acceptable to the matterIndemnified Party. The Indemnified Party shall cooperate in such defense as reasonably necessary to enable the Indemnifying Party to conduct its defense, including providing the Indemnifying Party with reasonable access to such records as may be relevant to its defense. The Indemnifying Party shall assume on behalf be entitled to settle any such Third Party Claim without the prior written consent of the Indemnified Party, and conduct with due diligence and in good faith, the defense thereof with counsel reasonably satisfactory to the Indemnified Party; provided, however, Party provided that the Indemnifying Party shall not settle any such action or investigation unless approved by provides the Indemnified Party (which approval shall not be unreasonably withheld). Notwithstanding the foregoing, (a) with reasonable assurances that the Indemnified Party shall have will be fully indemnified by the right to be represented Indemnifying Party in connection with any such action or investigation by advisory counsel of Third Party Claim. The Indemnified Party shall be entitled to retain its own selection and counsel at its own expenseexpense in connection with any Third Party Claim that the Indemnifying Party has elected to defend. If the Indemnifying Party accepts its indemnity obligations hereunder in connection with a Third Party Claim but elects not to conduct the defense thereof, and (b) if the Indemnified Party may defend and/or settle such Third Party Claim and shall have reasonably concluded that (i) there may be legal defenses available entitled to it that are different frombe indemnified for the full amount of such claim and all costs and expenses, or additional toincluding attorneys' fees, or inconsistent with, those available incurred in connection therewith pursuant to this SECTION 7.07. If the Indemnifying Party, or (ii) there exists claim for indemnity arises in connection with a conflict of interest between Third Party Claim and the Indemnifying Party and the Indemnified Party, then, in either casecontests or does not accept its indemnity obligation hereunder, the Indemnified Party shall have the right to select separate counsel defend and/or settle such Third Party Claim and thereafter seek indemnity from the other party pursuant to participate this SECTION 7.07; PROVIDED, HOWEVER, that the Indemnified Party shall not settle any such claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. If the claim for indemnity arises other than in the defense of such action on its own behalf connection with a Third Party Claim and the Indemnifying Party shall indemnify accepts its indemnity obligation hereunder, the Indemnifying Party shall, upon the request of the Indemnified Party, pay the full amount of such claim to the Indemnified Party for or to the fees and expenses of third party asserting such separate counselclaim as directed by the Indemnified Party. If any claim, action, proceeding or investigation the claim for indemnity arises as to which the indemnity provided for other than in Section 23.1, 23.2 or 23.3 applies connection with a Third Party Claim and the Indemnifying Party fails to assume the defense of such claimcontests its indemnity obligation hereunder, action, proceeding or investigation, then the Indemnified Party mayshall have the right to defend, at the Indemnifying Party’s expense, contest settle or settle take any other action with respect to such claim, claim and the Indemnifying Party shall remain obligated to indemnify the Indemnified Party for any and all losses, damages, and liability (including, without limitation, attorneys’ fees and expenses) associated therewith. The payment of the thereafter seek indemnity pursuant to this Section 23.5 SECTION 5.07; PROVIDED, HOWEVER, that the Indemnified Party shall not settle any such claim without the prior written consent of the Indemnifying Party, which consent shall not be predicated on the Indemnified Party having made payment on any suit, action, loss, damage, claim or liabilityunreasonably withheld.