Common use of Notice of Claims Clause in Contracts

Notice of Claims. Promptly after receipt by a Person seeking indemnification pursuant to Section 3.1 or 3.2 (an “Indemnified Party”) of written notice of any investigation, claim, proceeding or other action in respect of which indemnification is being sought (each, a “Claim”), the Indemnified Party promptly shall notify the Person against whom indemnification pursuant to Sections 3.1 and/or 3.2 is being sought (the “Indemnifying Party”) of the commencement thereof; but the omission to so notify the Indemnifying Party shall not relieve it from any liability that it otherwise may have to the Indemnified Party, except to the extent that the Indemnifying Party is materially prejudiced and forfeits substantive rights and defenses by reason of such failure. In connection with any Claim as to which both the Indemnifying Party and the Indemnified Party are parties, the Indemnifying Party shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim by the Indemnifying Party, the Indemnified Party shall have the right to employ separate legal counsel and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (i) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (ii) the Indemnified Party shall reasonably have concluded that representation of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (iii) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding sentence, the fees, costs and expenses of such legal counsel shall be borne exclusively by the Indemnified Party. Except as provided above, the Indemnifying Party shall not, in connection with any Claim in the same jurisdiction, be liable for the fees and expenses of more than one firm of counsel for the Indemnified Party (together with appropriate local counsel). The Indemnified Party shall not, without the prior written consent of the Indemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment that does not include an unconditional release of the Indemnifying Party from all liabilities with respect to such Claim or judgment or contain any admission of wrongdoing.

Notice of Claims. Promptly after receipt by a Person seeking Any Purchaser Indemnitee or Seller Indemnitee claiming that it has suffered or incurred any Loss for which it may be entitled to indemnification pursuant to Section 3.1 or 3.2 under this Article VIII (an the “Indemnified Party”) of shall give prompt written notice of any investigation, claim, proceeding or other action in respect of which to the Party from whom indemnification is being sought (each, a “Claim”), the Indemnified Party promptly shall notify the Person against whom indemnification pursuant to Sections 3.1 and/or 3.2 is being sought (the “Indemnifying Party”) of the commencement thereof; but matter, action, cause of action, claim, demand, fact or other circumstances upon which a claim for indemnification under this Article VIII (each, a “Claim”) may be based. Such notice shall contain, with respect to each Claim, such facts and information as are then reasonably available with respect to such Claim, including a description of the omission to so notify the Indemnifying Party shall not relieve it from any liability that it otherwise may have to Losses suffered or incurred by the Indemnified Party, except the amount or estimated amount of such Losses (if known or reasonably capable of estimation) and the method of computation of such Losses, and a reference to the extent that the Indemnifying Party is materially prejudiced and forfeits substantive rights and defenses by reason provisions of this Agreement in respect of which such failureLoss shall have occurred. In connection with If any Claim as is based on any Legal Proceeding instituted by a third party with respect to which both the Indemnifying Party and the Indemnified Party are parties, the Indemnifying intends to claim any Loss under this Article VIII (a “Third Party shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim by the Indemnifying PartyClaim”), the Indemnified Party shall have promptly notify (the right “Third Party Claim Notice”), in writing, the Indemnifying Party of such Third Party Claim and offer to employ separate legal counsel and tender to participate in the Indemnifying Party the defense of such Third Party Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to . A failure by the Indemnified Party if (to give written notice of and only if): (i) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (ii) the Indemnified Party shall reasonably have concluded that representation of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due offer to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of tender the defense of such Claim, or if there may be legal defenses available to the Indemnified any Third Party that are in addition to or disparate from those available to the Indemnifying Party, or (iii) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding sentence, the fees, costs and expenses of such legal counsel shall be borne exclusively by the Indemnified Party. Except as provided above, the Indemnifying Party shall not, in connection with any Claim in a timely manner pursuant to this Section 8.03 shall not limit the same jurisdiction, be liable for the fees and expenses of more than one firm of counsel for the Indemnified Party (together with appropriate local counsel). The Indemnified Party shall not, without the prior written consent obligation of the Indemnifying Party under this Article VIII, except (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent a) to the entry of any judgment that does not include an unconditional release of the extent such Indemnifying Party from all liabilities with respect to such Claim is actually prejudiced thereby or judgment or contain any admission of wrongdoing(b) as provided in Section 8.05.

Notice of Claims. Promptly after receipt by a Person (a) Any Buyer Indemnified Party (the "Indemnified Party") seeking indemnification pursuant hereunder shall, within the relevant limitation period provided for in Section 10.1 above, give to Section 3.1 IHC and Seller (together, the "Indemnitor"), a notice (a "Claim Notice") describing in reasonable detail the facts giving rise to any claims for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or 3.2 (an “Indemnified Party”) the method of written notice computation of any investigation, the amount of such claim, proceeding and a reference to the provision of this Agreement or other action any agreement, certificate or instrument executed pursuant hereto or in connection herewith upon which such claim is based; provided, that a Claim Notice in respect of any action at law or suit in equity by or against a third Person as to which indemnification will be sought shall be given promptly after the action or suit is being sought (eachcommenced; and provided further, a “Claim”), the Indemnified Party promptly shall notify the Person against whom indemnification pursuant that failure to Sections 3.1 and/or 3.2 is being sought (the “Indemnifying Party”) of the commencement thereof; but the omission to so notify the Indemnifying Party give such notice shall not relieve it from any liability that it otherwise may have to the Indemnified Party, Indemnitor of its obligations hereunder except to the extent that the Indemnifying Party is it shall have been materially prejudiced and forfeits substantive rights and defenses by reason of such failure. In connection with any Claim as to which both . (b) The Indemnitor shall have thirty (30) days after the Indemnifying Party and the Indemnified Party are parties, the Indemnifying Party shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense giving of any Claim by Notice pursuant hereto to (i) agree to the Indemnifying Partyamount or method of determination set forth in the Claim Notice and to pay such amount to such Indemnified Party in immediately available funds, or (ii) to provide such Indemnified Party with notice that it disagrees with the amount or method of determination set forth in the Claim Notice (the "Dispute Notice"). Within fifteen (15) days after the giving of the Dispute Notice, representatives of Indemnitor and such Indemnified Party shall have negotiate in a bona fide attempt to resolve the right matter. In the event that the controversy is not resolved within thirty (30) days of the giving of the Dispute Notice, the parties shall proceed to employ separate legal counsel and to participate binding arbitration construed in accordance with the defense of such ClaimFederal Arbitration Act, and the Indemnifying Party shall bear the reasonable fees9 U.S.C. Section 1, out-of-pocket costs and expenses of such separate legal counsel et seq. pursuant to the Indemnified Party if (and only if): following procedures: (i) Any party may send another party written notice identifying the Indemnifying Party matter in dispute and invoking the procedures of this Section. Within fourteen (14) days, each party involved in the dispute shall have meet at a mutually agreed location in New York, New York, for the purpose of determining whether they can resolve the dispute themselves by written agreement, and, if not, whether they can agree upon a third-party arbitrator to pay such fees, costs whom to submit the matter in dispute for final and expenses, binding arbitration. (ii) the Indemnified Party shall reasonably have concluded that representation of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between If such parties fail to resolve the dispute by written agreement or agree on the Arbitrator within said 14-day period, any such party may submit the matter in dispute to arbitration before the conduct American Arbitration Association ("AAA") for the appointment of a single arbitrator (the defense of such Claim, or if there may be legal defenses available "Arbitrator") to resolve the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (iii) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding sentence, the fees, costs and expenses of such legal counsel shall be borne exclusively dispute by the Indemnified Partyarbitration. Except as provided abovein this Agreement, such arbitration shall be in accordance with the Commercial Arbitration Rules of the AAA currently in effect. Such arbitration shall take place in New York, New York. (iii) Within thirty (30) days of the selection of the Arbitrator, the Indemnifying Party parties involved in the dispute shall notmeet in New York, New York with such Arbitrator at a place and time designated by such Arbitrator after consultation with such parties and present their respective positions on the dispute. The decision of the Arbitrator shall be made in writing no more than thirty (30) days following the end of the proceeding. Such an award shall be a final and binding determination of the dispute and shall be fully enforceable as an arbitration decision in any court having jurisdiction and venue over such parties. The prevailing party (as determined by the Arbitrator) shall in addition be awarded by the Arbitrator such party's own attorneys' fees and expenses in connection with any such proceeding. The non-prevailing party (as determined by the Arbitrator) shall pay the Arbitrator's fees and expenses. (c) A Claim shall be determined to be valid (i) if the Indemnitor agrees to the amount set forth in the same jurisdiction, be liable for the fees and expenses of more than one firm of counsel for Claim Notice; (ii) if the Indemnified Party Person does not timely receive a Dispute Notice from the Indemnitor; (together with appropriate local counsel). The iii) if the Indemnitor and Indemnified Party shall notPerson mutually agree upon an amount to settle the Claim; or (iv) upon the receipt of a final, without the prior written consent non-appealable judgment, order or decree of the Indemnifying Party (which consent shall not unreasonably be withheld), settle court or compromise any Claim other judicial body or consent to arbitrator or panel of arbitrators of competent jurisdiction that decided the entry of any judgment that does not include an unconditional release of the Indemnifying Party from all liabilities underlying claim with respect to such amount that indicates whether the Indemnified Person is entitled indemnification with regard to such Claim. Once a Claim or judgment or contain any admission is determined to be valid, the Indemnified Person shall provide written notice (the "Resolved Dispute Notice") to the Indemnitor. Within five (5) Business Days after receipt of wrongdoingthe Resolved Dispute Notice, the Indemnitor shall distribute to the Indemnified Person an amount in cash equal to the Claim (subject to the limitations set forth in Section 10.5).

Notice of Claims. Promptly after receipt by a Person (a) Any Buyer Group Member or Seller Group Member seeking indemnification pursuant hereunder (or believing in good faith that it may suffer or incur Losses or Expenses for which it is or may be entitled to Section 3.1 or 3.2 indemnification hereunder) (an the “Indemnified Party”) of written notice of any investigation, claim, proceeding or other action in respect of which shall give to the party obligated to provide indemnification is being sought (each, a “Claim”), the to such Indemnified Party promptly shall notify the Person against whom indemnification pursuant to Sections 3.1 and/or 3.2 is being sought (the “Indemnifying PartyIndemnitor”) a notice describing in reasonable detail the facts giving rise to any claim for indemnification hereunder (a “Claim Notice”) as promptly as practicable and shall include in such Claim Notice (to the extent then known) the amount or the method of computation of the commencement thereofamount of such claim, and a reference to the provision of this Agreement or any other agreement, document or instrument executed hereunder or in connection herewith upon which such claim is based; but the omission provided that failure timely to so notify the Indemnifying Party give such notice shall not relieve it from any liability that it otherwise may have to the Indemnified Party, Indemnitor of its obligations hereunder except to the extent that the Indemnifying Party is materially it shall have been prejudiced and forfeits substantive rights and defenses by reason of such failure. In connection with . (b) After the giving of any Claim as Notice pursuant hereto, the amount of indemnification to which both the Indemnifying Party and the an Indemnified Party are parties, the Indemnifying Party shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim under this Article XI shall be determined: (i) by the Indemnifying Party, written agreement between the Indemnified Party shall have the right to employ separate legal counsel and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (i) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, Indemnitor; (ii) the Indemnified Party shall reasonably have concluded that representation by a final judgment or decree of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct any court of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, competent jurisdiction; or (iii) the Indemnifying Party shall have failed by any other means to employ legal counsel reasonably satisfactory to which the Indemnified Party within and the Indemnitor shall agree. The judgment or decree of a reasonable period of time after notice of the commencement of such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding sentence, the fees, costs and expenses of such legal counsel court shall be borne exclusively by deemed final when the Indemnified Party. Except as provided abovetime for appeal, the Indemnifying Party if any, shall not, have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. (c) In calculating any Loss or Expense there shall be deducted any insurance recovery in connection with respect thereof (and no right of subrogation shall accrue hereunder to any Claim in the same jurisdiction, be liable for the fees and expenses of more than one firm of counsel for the Indemnified Party (together with appropriate local counselinsurer). The Indemnified Party shall not, without the prior written consent of the Indemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment that does not include an unconditional release of the Indemnifying Party from all liabilities with respect to such Claim or judgment or contain any admission of wrongdoing.

Notice of Claims. Promptly after receipt by a Person (a) Any Buyer Group Member or Seller Group Member (each, an "Indemnified Party") seeking indemnification pursuant hereunder shall give to Section 3.1 or 3.2 the party obligated to provide indemnification to such Indemnified Party (an “Indemnified Party”the "Indemnitor") of a written notice (a "Claim Notice") promptly after the Indemnified Party has knowledge of any investigationclaim which the Indemnified Party has determined has given or could give rise to a right of indemnification hereunder, in each case describing in reasonable detail the facts giving rise to the claim for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of computation of the amount of such claim, proceeding and a reference to the provision of this Agreement or other action the Accounts Receivable Purchase Agreement upon which such claim is based; provided, however, that a Claim Notice in respect of which indemnification is being sought (each, any action at law or suit in equity by or against a “Claim”), the Indemnified Party promptly shall notify the third Person against whom indemnification pursuant to Sections 3.1 and/or 3.2 is being sought (the “Indemnifying Party”) of the commencement thereof; but the omission to so notify the Indemnifying Party shall not relieve it from any liability that it otherwise may have to the Indemnified Party, except to the extent that the Indemnifying Party is materially prejudiced and forfeits substantive rights and defenses by reason of such failure. In connection with any Claim as to which both indemnification will be sought shall be given promptly after the Indemnifying Party and action or suit is commenced. (b) After the Indemnified Party are partiesgiving of any Claim Notice pursuant hereto, the Indemnifying amount of indemnification to which an Indemnified Party shall be entitled to assume under this Article XI shall be determined: (i) by the defense thereof. Notwithstanding written agreement between the assumption of Indemnified Party and the defense Indemnitor; (ii) by a final judgment or decree of any Claim court of competent jurisdiction; or (iii) by any other means to which the Indemnifying PartyIndemnified Party and the Indemnitor shall agree. The judgment or decree of a court shall be deemed final when the time for appeal, the if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. The Indemnified Party shall have the right to employ separate legal counsel burden of proof in establishing the amount of Losses and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if Expenses suffered by it. (and only if): (ic) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (ii) the Indemnified Party shall reasonably have concluded that representation of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there No Claim Notice may be legal defenses available to the Indemnified Party that are given in addition to respect of a Loss or disparate from those available to the Indemnifying Party, or (iii) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within Expense incurred by a reasonable period of time after notice of the commencement of such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding sentence, the fees, costs and expenses of such legal counsel shall be borne exclusively by the Indemnified Party. Except as provided above, the Indemnifying Party shall not, Buyer Group Member in connection with or arising from a breach of any Claim representation or warranty of Seller set forth in Section 5.7(d) or the covenant set forth in the same jurisdictionlast sentence of Section 8.2(a)(i) earlier than the time such breach causes such Buyer Group Member to actually pay incremental Taxes, and no Claim Notice shall be liable for the fees and expenses made in respect of more than one firm of counsel for the Indemnified Party (together with appropriate local counsel)anticipated incremental Tax payments. The Indemnified Party shall not, without the prior written consent of the Indemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment that does not include an unconditional release of the Indemnifying Party from all liabilities with With respect to such Claim breach, the amount of a Buyer Group Member's Loss or judgment Expense in respect of a payment of a Tax shall equal (x) the excess, if any, of the amount of such Tax payment (assuming utilization of all available losses, credits and similar Tax attributes) over the amount such Tax payment would have been if there had been no breach of any representation or contain any admission warranty of wrongdoingSeller set forth in Section 5.7(d) or the covenant set forth in the last sentence of Section 8.2(a)(i), (y) discounted at a rate of 7% per annum (compounded annually) from the date of such payment of Tax to the Closing Date. Seller's obligation to indemnify and hold harmless a Buyer Group Member in respect of such amount of Loss or Expense shall be subject to the Aggregate Limits in accordance with the terms of Section 11.1(a) and the provisions of clauses (1) and (3) of Section 11.5(a).

Notice of Claims. Promptly after receipt by a Person (a) A party (the "Indemnified Party") seeking indemnification pursuant hereunder shall give to Section 3.1 the party obligated to provide indemnification to such Indemnified Party (the "Indemnitor") a notice (a "Claim Notice") describing in reasonable detail the facts giving rise to any claim for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or 3.2 (an “Indemnified Party”) the method of written notice computation of any investigation, the amount of such claim, proceeding and a reference to the provision of this Agreement or any other action agreement, document or 9 instrument executed hereunder or in connection herewith upon which such claim is based; provided, that a Claim Notice in respect of any action at law or suit in equity by or against a third person as to which indemnification will be sought shall be given promptly after the action or suit is being sought (eachcommenced; provided further, a “Claim”), the Indemnified Party promptly shall notify the Person against whom indemnification pursuant that failure to Sections 3.1 and/or 3.2 is being sought (the “Indemnifying Party”) of the commencement thereof; but the omission to so notify the Indemnifying Party give such notice shall not relieve it from any liability that it otherwise may have to the Indemnified Party, Indemnitor of its obligations hereunder except to the extent that the Indemnifying Party is materially it shall have been prejudiced and forfeits substantive rights and defenses by reason of such failure. . (b) In connection with calculating any Claim as Loss there shall be deducted (i) any insurance recovery in respect thereof (and no right of subrogation shall accrue hereunder to which both any insurer) and (ii) the Indemnifying Party and amount of any tax benefit to the Indemnified Party are partieswith respect to such Loss or Expense (after giving effect to the tax effect of receipt of the indemnification payments). (c) After the giving of any Claim Notice pursuant hereto, the Indemnifying amount of indemnification to which an Indemnified Party shall be entitled to assume under this Article VII shall be determined: (i) by the defense thereof. Notwithstanding written agreement between the assumption of Indemnified Party and the defense Indemnitor; (ii) by a final judgment or decree of any Claim court of competent jurisdiction, or (iii) by any other means to which the Indemnifying PartyIndemnified Party and the Indemnitor shall agree. The judgment or decree of a court shall be deemed final when the time for appeal, the if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. The Indemnified Party shall have the right to employ separate legal counsel and to participate burden of proof in establishing the defense amount of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (i) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (ii) the Indemnified Party shall reasonably have concluded that representation of the Indemnified Party Loss suffered by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (iii) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding sentence, the fees, costs and expenses of such legal counsel shall be borne exclusively by the Indemnified Party. Except as provided above, the Indemnifying Party shall not, in connection with any Claim in the same jurisdiction, be liable for the fees and expenses of more than one firm of counsel for the Indemnified Party (together with appropriate local counsel). The Indemnified Party shall not, without the prior written consent of the Indemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment that does not include an unconditional release of the Indemnifying Party from all liabilities with respect to such Claim or judgment or contain any admission of wrongdoingit.

Notice of Claims. Promptly after receipt (a) Any claim by a Person an Indemnified Party seeking indemnification pursuant to Section 3.1 or 3.2 (an “Indemnified Party”) of written notice of any investigation, claim, proceeding or other action this Agreement in respect of, arising out of which or involving any Losses that does not involve a Third Party Claim shall be delivered to the Party obligated to provide indemnification is being sought (each, a “Claim”), the Indemnified Party promptly shall notify the Person against whom indemnification pursuant to Sections 3.1 and/or 3.2 is being sought (the “Indemnifying Party”) to such Indemnified Party by written notice (“Claim Notice”) describing in reasonable detail the facts giving rise to the claim for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of computation of the commencement thereofamount of such claim, and a reference to the provision of this Agreement or any other agreement, document or instrument executed hereunder or in connection herewith upon which such claim is based. (b) Any Claim Notice by an Indemnified Party for indemnification pursuant to Sections 10.1(a)(i) and 10.1(a)(ii) (solely with respect to Section 6.2.4) shall be delivered by the Indemnified Party to the Indemnifying Party within twelve (12) months of the Closing Date; but provided, however, that any claim by the omission Indemnified Party for indemnification pursuant to Sections 10.1(a)(i) and 10.1(b) for any breach of a Fundamental Representation shall be so notify delivered prior to the date that is the third (3rd) anniversary of the Closing Date; provided further, however, that no delay or deficiency on the part of any Indemnified Party in so notifying the Indemnifying Party shall not relieve it from the Indemnifying Party of any liability that it otherwise may have to the Indemnified Party, under this Agreement except to the extent that such delay or deficiency materially prejudices or otherwise materially adversely affects the Indemnifying Party is materially prejudiced and forfeits substantive rights and defenses by reason of such failure. In connection with any Claim as to which both the Indemnifying Party and the Indemnified Party are parties, the Indemnifying Party shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim by the Indemnifying Party, the Indemnified Party shall have the right to employ separate legal counsel and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (i) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (ii) the Indemnified Party shall reasonably have concluded that representation of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (iii) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding sentence, the fees, costs and expenses of such legal counsel shall be borne exclusively by the Indemnified Party. Except as provided above, the Indemnifying Party shall not, in connection with any Claim in the same jurisdiction, be liable for the fees and expenses of more than one firm of counsel for the Indemnified Party (together with appropriate local counsel). The Indemnified Party shall not, without the prior written consent of the Indemnifying Party with respect thereto (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent and only to the entry of any judgment that does not include an unconditional release of the Indemnifying Party from all liabilities with respect to such Claim or judgment or contain any admission of wrongdoingextent so prejudiced).

Notice of Claims. Promptly after Upon receipt by a Person seeking any party entitled to indemnification pursuant to Section 3.1 under Sections 9.1 or 3.2 9.2 above (an “"Indemnified Party”") of written a complaint, claim or other notice of any investigationloss, claim, proceeding damage or liability giving rise to a claim for indemnification under this Article IX, such Indemnified Party shall promptly notify the other action in respect of which party (either Company or Consultant) from whom indemnification is being sought (each, a “Claim”), the Indemnified Party promptly shall notify the Person against whom indemnification pursuant to Sections 3.1 and/or 3.2 is being sought (the “"Indemnifying Party”) of the commencement thereof; "), but the omission failure to so notify provide such notice shall not relieve the Indemnifying Party shall not relieve it from any liability that it otherwise may have its duty to the Indemnified Party, except to the extent that indemnify unless the Indemnifying Party is materially prejudiced by such failure and forfeits substantive rights and defenses by reason had no actual knowledge of such failurecomplaint, claim or other notice. In connection with any Claim as to which both the The Indemnifying Party shall pay all amounts payable under the related provisions of this Article IX within ten (10) days after demand therefor and, if not timely paid, such amounts shall bear interest at the Default Rate from the date of determination to the date of payment. The Indemnifying Party, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against the Indemnified Party are partiesand shall not be responsible for any duplicate attorneys' fees incurred by the Indemnified Party, or may compromise or otherwise dispose of the same with the Indemnified Party's prior written consent (which consent may not be unreasonably withheld or delayed). In the event that the Indemnified Party shall unreasonably withhold or delay its consent, the Indemnifying Party shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim by the Indemnifying Party, the Indemnified Party shall have the right to employ separate legal counsel and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (i) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (ii) the Indemnified Party shall reasonably have concluded that representation of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (iii) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding sentence, the fees, costs and expenses of such legal counsel shall be borne exclusively by the Indemnified Party. Except as provided above, the Indemnifying Party shall not, in connection with any Claim in the same jurisdiction, be liable for any incremental increase in costs or expenses resulting therefrom. This Article IX shall survive the fees and expenses Termination of more than one firm of counsel for the Indemnified Party (together with appropriate local counsel). The Indemnified Party shall not, without the prior written consent of the Indemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment that does not include an unconditional release of the Indemnifying Party from all liabilities with respect to such Claim or judgment or contain any admission of wrongdoingthis Agreement.

Notice of Claims. Promptly after receipt by a Person (a) Any Buyer Group Member or Seller Group Member seeking indemnification pursuant to Section 3.1 or 3.2 hereunder (an the “Indemnified Party”) of written notice of any investigation, claim, proceeding shall give promptly to the one or other action in respect of which more Parties obligated to provide indemnification is being sought (each, a “Claim”), the to such Indemnified Party promptly shall notify the Person against whom indemnification pursuant to Sections 3.1 and/or 3.2 is being sought (the “Indemnifying PartyIndemnitor”) hereunder a notice describing in reasonable detail the facts giving rise to the claim for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of computation of the commencement thereofamount of such claim, and a reference to the provision of this Agreement or any other agreement, document or instrument executed hereunder or in connection herewith upon which such claim is based (a “Claim Notice”); but provided, however, that the omission failure of any Indemnified Party to so notify give the Indemnifying Party Claim Notice promptly as required by this Section 9.3(a) shall not relieve it from any liability that it otherwise may have to the affect such Indemnified Party, ’s rights under this Section 9 except to the extent that such failure is actually prejudicial to the Indemnifying Party is materially prejudiced and forfeits substantive Indemnitor’s rights and defenses by reason obligations hereunder. (b) After the giving of such failure. In connection with any Claim as Notice pursuant hereto, the amount of indemnification to which both the Indemnifying Party and the an Indemnified Party are parties, the Indemnifying Party shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim under this Section 9 shall be determined: (i) by the Indemnifying Party, written agreement between the Indemnified Party shall have the right to employ separate legal counsel and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (i) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, Indemnitor; (ii) the Indemnified Party shall reasonably have concluded that representation by a final judgment or decree of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct any court of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, competent jurisdiction; or (iii) the Indemnifying Party shall have failed by any other means to employ legal counsel reasonably satisfactory to which the Indemnified Party within and the Indemnitor shall agree. The judgment or decree of a reasonable period of time after notice of the commencement of such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding sentence, the fees, costs and expenses of such legal counsel court shall be borne exclusively by deemed final when the Indemnified Party. Except as provided abovetime for appeal, the Indemnifying Party if any, shall not, in connection with any Claim in the same jurisdiction, be liable for the fees have expired and expenses of more than one firm of counsel for the Indemnified Party (together with appropriate local counsel). The Indemnified Party no appeal shall not, without the prior written consent of the Indemnifying Party (which consent have been taken or when all appeals taken shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment that does not include an unconditional release of the Indemnifying Party from all liabilities with respect to such Claim or judgment or contain any admission of wrongdoinghave been finally determined.

Notice of Claims. Promptly after receipt by a (i) If an Indemnified Person seeking indemnification pursuant to Section 3.1 or 3.2 (an “Indemnified Party”) of written notice becomes aware of any investigationact, claim, proceeding omission or other action state of facts that may give rise to Damages in respect of which a right of indemnification is being sought provided for under this Article XII, the Indemnified Person must notify the Indemnifying Person, which notice shall specify whether the potential Damages arise as a result of: (each, 1) a claim directly by the Indemnified Person against the Indemnifying Person (a “Direct Claim”), ; or (2) a claim made by a Person against the Indemnified Person (a “Third Party promptly shall notify Claim”); as soon as reasonably practicable, provided that the Person against whom indemnification pursuant failure to Sections 3.1 and/or 3.2 is being sought (the “Indemnifying Party”) of the commencement thereof; but the omission provide such notice as soon as reasonably practicable to so notify the Indemnifying Party Person shall not relieve it from any the Indemnifying Person of liability that it otherwise may have to the Indemnified Party, except to the extent that the Indemnifying Party Person is materially actually adversely prejudiced and forfeits substantive rights and defenses by reason of such failure. In connection with any Claim as failure or delay. (ii) The Indemnified Person must include in a notice given under clause (i) relevant details then known to which both the Indemnifying Party and the Indemnified Party are parties, the Indemnifying Party shall be entitled to assume the defense thereof. Notwithstanding the assumption Person of the defense of any Direct Claim by the Indemnifying Party, the Indemnified or Third Party shall have the right to employ separate legal counsel and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable feesevents, out-of-pocket costs and expenses of such separate legal counsel matters or circumstances giving rise to the Indemnified Direct Claim or Third Party if (Claim and only if): (i) an extract of any document that identifies the liability or amount to which the Direct Claim or Third Party Claim relates or other evidence of the amount of the Direct Claim or Third Party Claim, and must after giving such notice keep the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (ii) the Indemnified Party shall Person reasonably have concluded that representation informed of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel all developments in relation to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Direct Claim or Third Party Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or . (iii) If the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding sentence, the fees, costs and expenses of such legal counsel shall be borne exclusively by the Indemnified Party. Except as provided above, the Indemnifying Party shall not, in connection with Person has timely disputed its indemnity obligations for any Claim in the same jurisdiction, be liable for the fees and expenses of more than one firm of counsel for the Indemnified Party (together with appropriate local counsel). The Indemnified Party shall not, without the prior written consent of the Indemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment that does not include an unconditional release of the Indemnifying Party from all liabilities Damages with respect to such Claim or judgment or contain any admission Direct Claim, the Parties shall proceed in good faith to negotiate a resolution of wrongdoingsuch dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation in an appropriate court of jurisdiction determined pursuant to Section 13.5.

Notice of Claims. Promptly after receipt by a Person (a) Any party (the "Indemnified Party") seeking indemnification pursuant under this Article X shall give to Section 3.1 the party obligated to provide indemnification to such Indemnified Party (the "Indemnitor") a notice (a "Claim Notice") describing in reasonable detail the facts giving rise to any claim for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or 3.2 (an “Indemnified Party”) the method of written notice computation of any investigation, the amount of such claim, proceeding and a reference to the provision of this Agreement or other action any agreement, document or instrument executed pursuant hereto or in connection herewith upon which such claim is based; provided, that a Claim Notice in respect of any action at law or suit in equity by or against a third Person as to which indemnification will be sought shall be given promptly after the action or suit is being sought (each, a “Claim”), the Indemnified Party promptly shall notify the Person against whom indemnification pursuant commenced; provided further that failure to Sections 3.1 and/or 3.2 is being sought (the “Indemnifying Party”) of the commencement thereof; but the omission to so notify the Indemnifying Party give such notice shall not relieve it from any liability that it otherwise may have to the Indemnified Party, Indemnitor of its obligations hereunder except to the extent that the Indemnifying Party is materially it shall have been prejudiced and forfeits substantive rights and defenses by reason of such failure. In connection with . (b) Subject to Section 10.4, after the giving of any Claim as Notice pursuant hereto, the amount of indemnification to which both the Indemnifying Party and the an Indemnified Party are parties, the Indemnifying Party shall be entitled under this Article X shall be determined: (i) by the written agreement between the Indemnified Party and the Indemnitor; or (ii) by an award from an arbitrator pursuant to assume the defense thereof. Notwithstanding the assumption of the defense Section 12.10 hereof or by a final judgment or decree of any Claim by court of competent jurisdiction. The judgment or decree of a court shall be deemed final when the Indemnifying Partytime for appeal, the if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. The Indemnified Party shall have the right to employ separate legal counsel burden of proof in establishing the amount of Losses and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (i) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (ii) the Indemnified Party shall reasonably have concluded that representation of the Indemnified Party Expenses suffered by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (iii) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding sentence, the fees, costs and expenses of such legal counsel shall be borne exclusively by the Indemnified Party. Except as provided above, the Indemnifying Party shall not, in connection with any Claim in the same jurisdiction, be liable for the fees and expenses of more than one firm of counsel for the Indemnified Party (together with appropriate local counsel). The Indemnified Party shall not, without the prior written consent of the Indemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment that does not include an unconditional release of the Indemnifying Party from all liabilities with respect to such Claim or judgment or contain any admission of wrongdoingit.

Notice of Claims. Promptly after receipt by a Person (a) Any Buyer Group Member or Seller Group Member seeking indemnification pursuant to Section 3.1 or 3.2 hereunder (an the “Indemnified Party”) of written notice of any investigation, claim, proceeding or other action in respect of which shall give promptly to the party obligated to provide indemnification is being sought (each, a “Claim”), the to such Indemnified Party promptly shall notify the Person against whom indemnification pursuant to Sections 3.1 and/or 3.2 is being sought (the “Indemnifying PartyIndemnitor”) a written notice (a “Claim Notice”) describing in reasonable detail the facts giving rise to the claim for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of computation of the commencement thereofamount of such claim, and a reference to the provision of this Agreement or any other agreement, document or instrument executed hereunder or in connection herewith upon which such claim is based; but provided, however, that the omission failure of any Indemnified Party to so notify give the Indemnifying Party Claim Notice promptly as required by this Section 9.4(a) shall not relieve it from any liability that it otherwise may have to the affect such Indemnified Party’s rights under this Section 9.4(a), except to the extent that such failure is actually prejudicial to the Indemnifying Party is materially prejudiced and forfeits substantive rights and defenses by reason obligations of such failure. In connection with the Indemnitor. (b) After the giving of any Claim as Notice pursuant hereto, the amount of indemnification to which both the Indemnifying Party and the an Indemnified Party are parties, the Indemnifying Party shall be entitled to assume under this Section 9 shall be determined: (i) by the defense thereof. Notwithstanding written agreement between the assumption of Indemnified Party and the defense Indemnitor; (ii) by a final judgment or decree of any Claim court of competent jurisdiction in an action between the Indemnified Party and the Indemnitor; or (iii) by any other means to which the Indemnifying PartyIndemnified Party and the Indemnitor shall agree. The judgment or decree of a court shall be deemed final when the time for appeal, the if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. The Indemnified Party shall have the right to employ separate legal counsel and to participate burden of proof in establishing the defense amount of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel Losses suffered by it. All amounts due to the Indemnified Party if (and only if): (i) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (ii) the Indemnified Party shall reasonably have concluded that representation of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably so finally determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (iii) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding sentence, the fees, costs and expenses of such legal counsel shall be borne exclusively paid by the Indemnified Party. Except as provided above, the Indemnifying Party shall not, in connection with any Claim in the same jurisdiction, be liable for the fees and expenses of more than one firm of counsel for the Indemnified Party wire transfer within thirty (together with appropriate local counsel). The Indemnified Party shall not, without the prior written consent of the Indemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment that does not include an unconditional release of the Indemnifying Party from all liabilities with respect to 30) days after such Claim or judgment or contain any admission of wrongdoingfinal determination.

Notice of Claims. Promptly after receipt by a Person seeking indemnification pursuant to Section 3.1 or 3.2 If an Indemnitee of AMS (each, an “Indemnified PartyAMS Indemnitee”) or of written notice of any investigation, claim, proceeding or other action in respect of which indemnification is being sought LiveRamp (each, a “LiveRamp Indemnitee”) shall receive notice, or otherwise become aware, of any claim or of the commencement by any such Person of any action with respect to which the Indemnifying Party may be obligated to provide indemnification to an Indemnitee pursuant to this Agreement or any Ancillary Agreement (each such case, a “Third Party Claim”), AMS and LiveRamp (as applicable) shall ensure that such Indemnitee shall give such Indemnifying Party written notice thereof as soon as practicable and, in any event, within fifteen (15) days after becoming aware of such Third Party Claim. Any such notice shall (i) describe the Indemnified Third Party promptly Claim in reasonable detail and, if known, the estimated damages resulting from such Third Party Claim incurred or reasonably expected to be incurred by the Indemnitee and (ii) explain in reasonable detail the basis for the claim by Indemnitee for indemnification to the extent of facts then known by the Indemnitee. In addition, such written notice shall notify be accompanied by copies of correspondence with third parties or other documentation necessary to understand the Person against whom claim for indemnification pursuant to Sections 3.1 and/or 3.2 is being sought (the “Indemnifying Party”) extent applicable and then in the possession of the commencement thereof; but Indemnitee. Notwithstanding the omission foregoing, the delay or failure of any Indemnitee or other Person to so notify the Indemnifying Party give notice as provided in this Section 2.4(a) shall not relieve it from any liability that it otherwise may have to the Indemnified Partyrelevant Indemnifying Party of its obligations under this Section 2.4(a), except to the extent that the such Indemnifying Party is materially prejudiced and forfeits substantive rights and defenses by reason of such failure. In connection with any Claim as delay or failure to which both the Indemnifying Party and the Indemnified Party are parties, the Indemnifying Party shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim by the Indemnifying Party, the Indemnified Party shall have the right to employ separate legal counsel and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (i) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (ii) the Indemnified Party shall reasonably have concluded that representation of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (iii) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding sentence, the fees, costs and expenses of such legal counsel shall be borne exclusively by the Indemnified Party. Except as provided above, the Indemnifying Party shall not, in connection with any Claim in the same jurisdiction, be liable for the fees and expenses of more than one firm of counsel for the Indemnified Party (together with appropriate local counsel). The Indemnified Party shall not, without the prior written consent of the Indemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment that does not include an unconditional release of the Indemnifying Party from all liabilities with respect to such Claim or judgment or contain any admission of wrongdoinggive notice.

Notice of Claims. Promptly after receipt by a Person seeking Each party entitled to indemnification pursuant to under this Section 3.1 or 3.2 6 (an “the "Indemnified Party”") of written shall give notice of any investigation, claim, proceeding or other action in respect of which indemnification to the party that allegedly is being sought (each, a “Claim”), obligated hereunder to indemnify the Indemnified Party promptly shall notify the Person against whom indemnification pursuant to Sections 3.1 and/or 3.2 is being sought (the “"Indemnifying Party”") promptly after such Indemnified Party has actual knowledge of the commencement thereof; but the omission any claims as to so notify which indemnity may be sought, and shall permit the Indemnifying Party shall not relieve it from any liability that it otherwise may have to the Indemnified Party, except to the extent that the Indemnifying Party is materially prejudiced and forfeits substantive rights and defenses by reason of such failure. In connection with any Claim as to which both the Indemnifying Party and the Indemnified Party are parties, the Indemnifying Party shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim by such claim or any litigation resulting therefrom; provided, however, that counsel for the Indemnifying Party, the Indemnified Party who shall have the right to employ separate legal counsel and to participate in conduct the defense of such Claimclaim or any litigation resulting therefore, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (i) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (ii) the Indemnified Party shall reasonably have concluded that representation of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (iii) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding sentence, the fees, costs and expenses of such legal counsel shall be borne exclusively approved by the Indemnified Party. Except as provided above, the Indemnifying Party shall not, in connection with any Claim in the same jurisdiction, be liable for the fees and expenses of more than one firm of counsel for the Indemnified Party (together with appropriate local counsel). The Indemnified Party shall not, without the prior written consent of the Indemnifying Party (which consent whose approval shall not unreasonably be withheld), settle and the Indemnified Party may participate in such defense at such party's expense (unless the Indemnified Party shall have been advised by counsel that actual or compromise potential differing interests or defenses exist or may exist between the Indemnifying Party and the Indemnified Party, in which case such expense shall by paid by the Indemnifying Party); and provided further that the failure of any Claim Indemnified Party to give notice as provided in this Agreement shall not relieve the Indemnifying Party of its obligations under this Section 6. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release of the Indemnifying Party from all liabilities with liability in respect to such Claim claim or judgment or contain any admission of wrongdoinglitigation.

Notice of Claims. Promptly after receipt by a Person (a) Any party seeking indemnification pursuant to Section 3.1 or 3.2 hereunder (an the “Indemnified Party”) of written notice of any investigation, claim, proceeding or other action in respect of which shall give promptly to the party obligated to provide indemnification is being sought (each, a “Claim”), the to such Indemnified Party promptly shall notify the Person against whom indemnification pursuant to Sections 3.1 and/or 3.2 is being sought (the “Indemnifying PartyIndemnitor”) (it being understood, however, that where the Sellers would otherwise be the Indemnified Parties or Indemnitors, all references to such term as used in the procedural provisions of this Section 10.4 and in Section 10.5 shall instead refer to the Shareholders’ Representative) a written notice (a “Claim Notice”) describing in reasonable detail the facts giving rise to the claim for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of computation of the commencement thereofamount of such claim, and a reference to the provision of this Agreement or any other agreement, document or instrument executed hereunder or in connection herewith upon which such claim is based; but provided, however, that the omission failure of any Indemnified Party to so notify give the Indemnifying Party Claim Notice promptly as required by this Section 10.4(a) shall not relieve it from any liability that it otherwise may have affect such Indemnified Party’s rights under this Article 10 except if, and only to the extent that, the Indemnitor’s ability to defend has been materially prejudiced by such failure of the Indemnified Party, except to . (b) After the extent that the Indemnifying Party is materially prejudiced and forfeits substantive rights and defenses by reason giving of such failure. In connection with any Claim as Notice pursuant hereto, the amount of indemnification to which both the Indemnifying Party and the an Indemnified Party are parties, the Indemnifying Party shall be entitled to assume under this Article 10 shall be determined: (i) by written agreement between the defense thereof. Notwithstanding Indemnified Party and the assumption of the defense Indemnitor; (ii) by a final judgment or decree of any Claim court of competent jurisdiction; or (iii) by any other means to which the Indemnifying PartyIndemnified Party and the Indemnitor shall mutually agree in writing. The judgment or decree of a court shall be deemed final when the time for appeal, the if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. The Indemnified Party shall have the right to employ separate legal counsel and to participate burden of proof in establishing the defense amount of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel Losses suffered by it. All amounts due to the Indemnified Party if (and only if): (i) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (ii) the Indemnified Party shall reasonably have concluded that representation of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably so finally determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (iii) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding sentence, the fees, costs and expenses of such legal counsel shall be borne exclusively paid by the Indemnified Party. Except as provided above, the Indemnifying Party shall not, in connection with any Claim in the same jurisdiction, be liable for the fees and expenses of more than one firm of counsel for the Indemnified Party wire transfer within five (together with appropriate local counsel). The Indemnified Party shall not, without the prior written consent of the Indemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment that does not include an unconditional release of the Indemnifying Party from all liabilities with respect to 5) days after such Claim or judgment or contain any admission of wrongdoingfinal determination.

Notice of Claims. Promptly after receipt by (a) If either Bank One, FDC or an Affiliate of either party (each an "Indemnified Party")shall seek indemnification hereunder, such Indemnified Party shall give promptly to the party obligated to provide indemnification to such Indemnified Party (the "Indemnitor") a Person seeking notice (a "Claim Notice") describing in reasonable detail the facts giving rise to any claim for indemnification pursuant to Section 3.1 hereunder and shall include in such Claim Notice (if then known) the amount or 3.2 (an “Indemnified Party”) the method of written notice computation of any investigation, the amount of such claim, proceeding and a reference to the provision of this Agreement or any other action agreement, document or instrument executed hereunder or in connection herewith upon which such claim is based; provided, however, that a Claim Notice in respect of any action at law or suit in equity by or against a third Person as to which indemnification will be sought shall be given promptly after the action or suit is being sought commenced. (each, a “Claim”), b) In calculating any Loss or Expense there shall be deducted (i) any insurance recovery in respect thereof (and no right of subrogation shall accrue hereunder to any insurer) and (ii) the amount of any tax benefit to the Indemnified Party promptly shall notify (or any of its Affiliates) with respect to such Loss or Expense (after giving effect to the Person against whom indemnification pursuant to Sections 3.1 and/or 3.2 is being sought (the “Indemnifying Party”) tax effect of receipt of the commencement thereof; but indemnification payments). (c) After the omission to so notify the Indemnifying Party shall not relieve it from any liability that it otherwise may have to the Indemnified Party, except to the extent that the Indemnifying Party is materially prejudiced and forfeits substantive rights and defenses by reason giving of such failure. In connection with any Claim as Notice pursuant hereto, the amount of indemnification to which both the Indemnifying Party and the an Indemnified Party are parties, the Indemnifying Party shall be entitled to assume under this Article X shall be determined: (i) by the defense thereof. Notwithstanding written agreement between the assumption of Indemnified Party and the defense Indemnitor; (ii) by a final judgment or decree of any Claim court of competent jurisdiction; or (iii) by any other means to which the Indemnifying PartyIndemnified Party and the Indemnitor shall agree. The judgment or decree of a court shall be deemed final when the time for appeal, the if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. The Indemnified Party shall have the right to employ separate legal counsel burden of proof in establishing the amount of Loss and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (i) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (ii) the Indemnified Party shall reasonably have concluded that representation of the Indemnified Party Expense suffered by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (iii) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding sentence, the fees, costs and expenses of such legal counsel shall be borne exclusively by the Indemnified Party. Except as provided above, the Indemnifying Party shall not, in connection with any Claim in the same jurisdiction, be liable for the fees and expenses of more than one firm of counsel for the Indemnified Party (together with appropriate local counsel). The Indemnified Party shall not, without the prior written consent of the Indemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment that does not include an unconditional release of the Indemnifying Party from all liabilities with respect to such Claim or judgment or contain any admission of wrongdoingit.

Notice of Claims. Promptly after receipt by a Person Any Buyer Indemnified Party or Seller Indemnified Party seeking indemnification pursuant to Section 3.1 or 3.2 hereunder (an the “Indemnified Party”) of written notice of any investigation, claim, proceeding or other action in respect of which shall give promptly to the Party obligated to provide indemnification is being sought (each, a “Claim”), the to such Indemnified Party promptly shall notify the Person against whom indemnification pursuant to Sections 3.1 and/or 3.2 is being sought under this ARTICLE 11 (Indemnification; Remedies) (the “Indemnifying Party”) a notice (a “Claim Notice”) describing in reasonable detail the facts giving rise to CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED. the claim for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of computation of the commencement thereofamount of such claim, and a reference to the provision of this Agreement upon which such claim is based; but provided, that a Claim Notice in respect of any Third Party Claim shall be given promptly after the omission to so notify action or suit is commenced; provided further, that any delay in complying with prompt notice requirements of this Section 11.5 (Notice of Claims) will only limit the Indemnifying Party shall not relieve it from any liability that it otherwise may have to the Indemnified Party, except ’s obligation to the extent that the Indemnifying Party is materially prejudiced and forfeits substantive rights and defenses by reason of such failure. In connection with any Claim as to which both the Indemnifying Party and the Indemnified Party are parties, the Indemnifying Party shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim by the Indemnifying Party, the Indemnified Party shall have the right prejudice caused to employ separate legal counsel and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (i) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (ii) the Indemnified Party shall reasonably have concluded that representation of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (iii) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding sentence, the fees, costs and expenses of such legal counsel shall be borne exclusively by the Indemnified Party. Except as provided above, the Indemnifying Party shall not, in connection with any Claim in the same jurisdiction, be liable for the fees and expenses of more than one firm of counsel for the Indemnified Party (together with appropriate local counsel). The Indemnified Party shall not, without the prior written consent of the Indemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment that does not include an unconditional release of the Indemnifying Party from all liabilities with respect to such Claim or judgment or contain any admission of wrongdoingdelay.

Notice of Claims. Promptly after receipt by a (i) If an Indemnified Person seeking indemnification pursuant to Section 3.1 or 3.2 (an “Indemnified Party”) of written notice becomes aware of any investigationact, claim, proceeding omission or other action state of facts that may give rise to Damages in respect of which a right of indemnification is being sought provided for under this Article XI, the Indemnified Person must notify the Indemnifying Person, which notice shall specify whether the potential Damages arise as a result of: (each, 1) a claim directly by the Indemnified Person against the Indemnifying Person (a “Direct Claim”), ; or (2) a claim made by a Person against the Indemnified Person (a “Third Party promptly shall notify Claim”); as soon as reasonably practicable, provided that the Person against whom indemnification pursuant failure to Sections 3.1 and/or 3.2 is being sought (the “Indemnifying Party”) of the commencement thereof; but the omission provide such notice as soon as reasonably practicable to so notify the Indemnifying Party Person shall not relieve it from any the Indemnifying Person of liability that it otherwise may have to the Indemnified Party, except to the extent that the Indemnifying Party Person is materially prejudiced and forfeits substantive rights and defenses by reason of such failure. In connection with any Claim as failure or delay. (ii) The Indemnified Person must include in a notice given under clause (i) relevant details then known to which both the Indemnifying Party and the Indemnified Party are parties, the Indemnifying Party shall be entitled to assume the defense thereof. Notwithstanding the assumption Person of the defense of any Direct Claim by the Indemnifying Party, the Indemnified or Third Party shall have the right to employ separate legal counsel and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable feesevents, out-of-pocket costs and expenses of such separate legal counsel matters or circumstances giving rise to the Indemnified Direct Claim or Third Party if (Claim and only if): (i) an extract of any document that identifies the liability or amount to which the Direct Claim or Third Party Claim relates or other evidence of the amount of the Direct Claim or Third Party Claim, and must after giving such notice keep the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (ii) the Indemnified Party shall Person reasonably have concluded that representation informed of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel all developments in relation to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Direct Claim or Third Party Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or . (iii) If the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding sentence, the fees, costs and expenses of such legal counsel shall be borne exclusively by the Indemnified Party. Except as provided above, the Indemnifying Party shall not, in connection with Person has timely disputed its indemnity obligations for any Claim in the same jurisdiction, be liable for the fees and expenses of more than one firm of counsel for the Indemnified Party (together with appropriate local counsel). The Indemnified Party shall not, without the prior written consent of the Indemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment that does not include an unconditional release of the Indemnifying Party from all liabilities Damages with respect to such Claim or judgment or contain any admission Direct Claim, the Parties shall proceed in good faith to negotiate a resolution of wrongdoingsuch dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation in an appropriate court of jurisdiction determined pursuant to Section 11.5.

Notice of Claims. Promptly after receipt by a Person seeking indemnification pursuant to Section 3.1 (a) Any of Buyer or 3.2 Seller (an the “Indemnified Party”) of written notice of any investigation, claim, proceeding or other action in respect of which seeking indemnification is being sought (each, a “Claim”), hereunder shall give to the party obligated to provide indemnification to such Indemnified Party promptly shall notify the Person against whom indemnification pursuant to Sections 3.1 and/or 3.2 is being sought (the “Indemnifying Party”) a notice (a “Claim Notice”) describing in reasonable detail the facts giving rise to any claim for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of computation of the commencement thereofamount of such claim, and a reference to the provision of this Agreement or any other agreement, document or instrument executed hereunder or in connection herewith upon which such claim is based; but provided, that a Claim Notice in respect of any action at law or suit in equity by or against a third Person as to which indemnification will be sought shall be given promptly after the omission action or suit is commenced; provided further that failure to so notify give such notice shall not relieve the Indemnifying Party of its obligations hereunder except to the extent it shall have been prejudiced by such failure. (b) After the giving of any Claim Notice pursuant hereto, the amount of indemnification to which an Indemnified Party shall be entitled under this ARTICLE XI shall be determined (i) by the written agreement between the Indemnified Party and the Indemnifying Party; (ii) by a final award issued by the arbitration tribunal pursuant to Section 13.15; or (iii) by any other means to which the Indemnified Party and the Indemnifying Party shall not relieve it from any liability that it otherwise may have to the Indemnified Party, except to the extent that the Indemnifying Party is materially prejudiced and forfeits substantive rights and defenses by reason of such failureagree. In connection with any Claim as to which both the Indemnifying Party and the Indemnified Party are parties, the Indemnifying Party shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim by the Indemnifying Party, the The Indemnified Party shall have the right to employ separate legal counsel burden of proof in establishing the amount of Losses and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (i) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (ii) the Indemnified Party shall reasonably have concluded that representation of the Indemnified Party Expenses suffered by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (iii) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding sentence, the fees, costs and expenses of such legal counsel shall be borne exclusively by the Indemnified Party. Except as provided above, the Indemnifying Party shall not, in connection with any Claim in the same jurisdiction, be liable for the fees and expenses of more than one firm of counsel for the Indemnified Party (together with appropriate local counsel). The Indemnified Party shall not, without the prior written consent of the Indemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment that does not include an unconditional release of the Indemnifying Party from all liabilities with respect to such Claim or judgment or contain any admission of wrongdoingit.

Notice of Claims. Promptly after receipt by (a) If Tribune and the Tribune Subs (the "Tribune Entities") or Xxxxxxxx and the Xxxxxxxx Subs (the "Xxxxxxxx Entities") believes that they have suffered or incurred any Loss or incurred any Expense, the Tribune Entities or the Xxxxxxxx Entities shall so notify the other promptly in writing describing such Loss or Expense, the amount thereof, if known, and the method of computation of such Loss or Expense, all with reasonable particularity and containing a Person seeking indemnification pursuant reference to Section 3.1 or 3.2 (an “Indemnified Party”) the provisions of written notice of any investigation, claim, proceeding this Agreement or other action agreement, instrument or certificate delivered pursuant hereto in respect of which indemnification such Loss or Expense shall have occurred. If any action at law or suit in equity is being sought (each, instituted by or against a “Claim”)third party with respect to which the Tribune Entities or the Xxxxxxxx Entities intend to claim any liability or expense as Loss or Expense under this Article VIII, the Indemnified Party Tribune Entities or the Xxxxxxxx Entities, as the case may be, shall promptly shall notify the Person against whom indemnification pursuant indemnifying party of such action or suit. The failure of any party to Sections 3.1 and/or 3.2 is being sought (the “Indemnifying Party”) of the commencement thereof; but the omission to so notify the Indemnifying Party give any notice required by this Section 8.3 shall not relieve it from affect any liability that it otherwise may have to the Indemnified Party, of such party's rights under this Article VIII except to the extent that such failure is actually prejudicial to the Indemnifying Party is materially prejudiced and forfeits substantive rights and defenses by reason or obligations of such failure. In connection with any Claim as the other party. (b) The amount to which both the Indemnifying Party and the Indemnified Party are parties, the Indemnifying Party an indemnified person shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim by the Indemnifying Party, the Indemnified Party under this Article VIII shall have the right to employ separate legal counsel and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): be determined: (i) the Indemnifying Party shall have agreed to pay such fees, costs by written agreement between Tribune and expensesXxxxxxxx, (ii) the Indemnified Party shall reasonably have concluded that representation by a final judgment or decree of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct any court of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, competent jurisdiction or (iii) by any other means to which Tribune and Xxxxxxxx shall agree. The judgment or decree of a court shall be deemed final when the Indemnifying Party time for appeal, if any, shall have failed to employ legal counsel reasonably satisfactory to expired and no appeal shall have been taken or when all appeals taken have been finally determined. The indemnified party shall have the Indemnified Party within a reasonable period burden of time after notice proof in establishing the amount of the commencement of such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding sentence, the fees, costs Loss and expenses of such legal counsel shall be borne exclusively Expense suffered by the Indemnified Party. Except as provided above, the Indemnifying Party shall not, in connection with any Claim in the same jurisdiction, be liable for the fees and expenses of more than one firm of counsel for the Indemnified Party (together with appropriate local counsel). The Indemnified Party shall not, without the prior written consent of the Indemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment that does not include an unconditional release of the Indemnifying Party from all liabilities with respect to such Claim or judgment or contain any admission of wrongdoingit.

Notice of Claims. Promptly after receipt If, at or following the Effective Time, an Indemnitee shall receive notice or otherwise learn of the assertion by a Person seeking indemnification pursuant to Section 3.1 (including any Governmental Authority) who is not a member of the Parent Group or 3.2 (an “Indemnified Party”) of written notice the SpinCo Group of any investigation, claim, proceeding claim or other action in respect of which indemnification is being sought the commencement by any such Person of any Action (eachcollectively, a “Third-Party Claim”)) with respect to which an Indemnitee may seek indemnification hereunder or under any Ancillary Agreement, such Indemnitee shall give such Indemnifying Party written notice thereof as soon as practicable, but in any event within fourteen (14) days (or sooner if the nature of the Third-Party Claim so requires) after becoming aware of such Third-Party Claim. Any such notice shall describe the Third-Party Claim in reasonable detail, including the facts and circumstances giving rise to such claim for indemnification, and include copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third-Party Claim. Notwithstanding the foregoing, the Indemnified Party promptly shall notify the Person against whom indemnification pursuant failure of an Indemnitee to Sections 3.1 and/or 3.2 is being sought (the “Indemnifying Party”provide notice in accordance with this Section 4.5(a) of the commencement thereof; but the omission to so notify the Indemnifying Party shall not relieve it from any liability that it otherwise may have to the Indemnified Partyan Indemnifying Party of its indemnification obligations under this Agreement, except to the extent that to which the Indemnifying Party is materially actually prejudiced and forfeits substantive rights and defenses by reason of such failurethe Indemnitee’s failure to provide notice in accordance with this Section 4.5(a). In connection with any Claim as to which both the Indemnifying Party and the Indemnified Party are partiesThereafter, the Indemnifying Party Indemnitee shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim by the Indemnifying Party, the Indemnified Party shall have the right to employ separate legal counsel and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (i) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (ii) the Indemnified Party shall reasonably have concluded that representation of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available deliver to the Indemnifying Party, or promptly (iiiand in any event within ten (10) Business Days) after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third-Party Claim; provided, however, that the failure to forward such notices and documents shall not relieve an Indemnifying Party of its indemnification obligations under this Agreement, except to the extent to which the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding sentence, the fees, costs and expenses of such legal counsel shall be borne exclusively is actually prejudiced by the Indemnified Party. Except as provided above, the Indemnifying Party shall not, in connection with any Claim in the same jurisdiction, be liable for the fees and expenses of more than one firm of counsel for the Indemnified Party (together with appropriate local counsel). The Indemnified Party shall not, without the prior written consent of the Indemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment that does not include an unconditional release of the Indemnifying Party from all liabilities with respect to such Claim or judgment or contain any admission of wrongdoingIndemnitee’s failure.

Notice of Claims. Promptly after receipt by a Person (a) Any Company Group Member or IPS Group Member (the "Indemnified Party") seeking indemnification pursuant hereunder shall give promptly to Section 3.1 the party obligated to provide indemnification to such Indemnified Party (the "Indemnitor") a notice (a "Claim Notice") describing in reasonable detail the facts giving rise to the claim for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or 3.2 (an “Indemnified Party”) the method of written notice computation of the amount of such claim and a reference to the provision of this Agreement or any investigationother agreement, claimdocument or instrument executed hereunder or in connection herewith upon which such claim is based; provided, proceeding or other action however, that a Claim Notice in respect of any action at law or suit in equity by or against a third Person as to which indemnification will be sought shall be given promptly after the action or suit is being sought commenced and in accordance with Section 7.4. (each, a “Claim”), b) In calculating any Loss or Expense there shall be deducted (i) any insurance recovery in respect thereof (and no right of subrogation shall accrue hereunder to any insurer) and (ii) the amount of any Tax benefit to the Indemnified Party promptly shall notify (or any of its Affiliates) with respect to such Loss or Expense (and increased to take into account any Taxes payable by the Person against whom indemnification pursuant to Sections 3.1 and/or 3.2 is being sought (the “Indemnifying Party”) recipient of any indemnity payment hereunder as a result of the commencement thereof; but the omission to so notify the Indemnifying Party shall not relieve it from any liability that it otherwise may have to the Indemnified Party, except to the extent that the Indemnifying Party is materially prejudiced and forfeits substantive rights and defenses by reason receipt of such failure. In connection with payment). (c) After the giving of any Claim as Notice pursuant hereto, the amount of indemnification to which both the Indemnifying Party and the an Indemnified Party are parties, the Indemnifying Party shall be entitled to assume under this Article VII shall be determined: (i) by the defense thereof. Notwithstanding written agreement between the assumption of Indemnified Party and the defense Indemnitor; (ii) by a final judgment or decree of any Claim court of competent jurisdiction; or (iii) by any other means to which the Indemnifying PartyIndemnified Party and the Indemnitor shall agree. The judgment or decree of a court shall be deemed final when the time for appeal, the if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. The Indemnified Party shall have the right to employ separate legal counsel burden of proof in establishing the amount of Losses and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (i) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (ii) the Indemnified Party shall reasonably have concluded that representation of the Indemnified Party Expenses suffered by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (iii) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding sentence, the fees, costs and expenses of such legal counsel shall be borne exclusively by the Indemnified Party. Except as provided above, the Indemnifying Party shall not, in connection with any Claim in the same jurisdiction, be liable for the fees and expenses of more than one firm of counsel for the Indemnified Party (together with appropriate local counsel). The Indemnified Party shall not, without the prior written consent of the Indemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment that does not include an unconditional release of the Indemnifying Party from all liabilities with respect to such Claim or judgment or contain any admission of wrongdoingit.

Notice of Claims. Promptly after receipt by a Person (a) Any Buyer Group Member or Seller Group Member (the "Indemnified Party") seeking indemnification pursuant hereunder shall give to Section 3.1 the party obligated to provide indemnification to such Indemnified Party (the "Indemnitor") a notice (a "Claim Notice") describing in reasonable detail the facts giving rise to any claim for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or 3.2 (an “Indemnified Party”) the method of written notice computation of any investigation, the amount of such claim, proceeding and a reference to the provision of this Agreement or any other action agreement, document or instrument executed hereunder or in connection herewith upon which such claim is based; provided, that a Claim Notice in respect of any action at law or suit in equity by or against a third Person as to which indemnification will be sought shall be given promptly after the action or suit is being sought (each, a “Claim”), the Indemnified Party promptly shall notify the Person against whom indemnification pursuant commenced; provided further that failure to Sections 3.1 and/or 3.2 is being sought (the “Indemnifying Party”) of the commencement thereof; but the omission to so notify the Indemnifying Party give such notice shall not relieve it from any liability that it otherwise may have to the Indemnified Party, Indemnitor of its obligations hereunder except to the extent that the Indemnifying Party is materially it shall have been prejudiced and forfeits substantive rights and defenses by reason of such failure. In connection with . (b) After the giving of any Claim as Notice pursuant hereto, the amount of indemnification to which both the Indemnifying Party and the an Indemnified Party are parties, the Indemnifying Party shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim under this Article XI shall be finally determined: (i) by the Indemnifying Party, written agreement between the Indemnified Party and the Indemnitor or (ii) pursuant to the provisions of Section 11.14; or (iii) by any other means to which the Indemnified Party and the Indemnitor shall agree. The Indemnified Party shall have the right to employ separate legal counsel burden of proof in establishing the amount of Loss and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if Expense suffered by it. (and only if): (ic) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (ii) the Indemnified Party shall reasonably have concluded that representation of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, In calculating any Loss or if Expense there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (iii) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding sentence, the fees, costs and expenses of such legal counsel shall be borne exclusively deducted any insurance recovery in respect thereof, whether such recovery is made by the Indemnified Party. Except as provided aboveParent, the Indemnifying Party shall notSeller, in connection with any Claim in the same jurisdiction, be liable for the fees and expenses of more than one firm of counsel for the Indemnified Party (together with appropriate local counsel). The Indemnified Party shall not, without the prior written consent of the Indemnifying Party (which consent shall not unreasonably be withheld), settle Buyer Parent or compromise any Claim or consent to the entry of any judgment that does not include an unconditional release of the Indemnifying Party from all liabilities with respect to such Claim or judgment or contain any admission of wrongdoingBuyer.

Notice of Claims. Promptly Each party indemnified under Section 4(a) or Section 4(b) of this Agreement shall, promptly after receipt by a Person seeking indemnification pursuant to Section 3.1 or 3.2 (an “Indemnified Party”) of written notice of the commencement of any investigationaction, suit, claim, proceeding or other action investigation (collectively, a "Claim") against such indemnified party in respect of which indemnification is being sought (eachindemnity may be sought, a “Claim”), the Indemnified Party promptly shall notify the Person against whom indemnification pursuant to Sections 3.1 and/or 3.2 is being sought (the “Indemnifying Party”) indemnifying party in writing of the commencement thereof; but the omission , enclosing a copy of all papers served on such indemnified party. The failure of any indemnified party so to so notify the Indemnifying Party promptly an indemnifying party of any such Claim shall not relieve it the indemnifying party from any liability that in respect of such action which it otherwise may have to such indemnified party on account of the Indemnified Partyindemnity agreement contained in Section 4(a) or Section 4(b) of this Agreement, except unless the indemnifying party was prejudiced by such failure, and in no event shall relieve the indemnifying party from any other liability which it may have to such indemnified party. In case any such Claim shall be brought against any indemnified party and it shall notify promptly an indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that the Indemnifying Party is materially prejudiced and forfeits substantive rights and defenses by reason of such failure. In connection it may wish, jointly with any Claim as to which both the Indemnifying Party and the Indemnified Party are partiesother indemnifying party similarly notified, the Indemnifying Party shall be entitled to assume the defense thereof. Notwithstanding , with counsel reasonably satisfactory to such indemnified party; provided that if any indemnified party or parties reasonably determine(s) after consultation with, and based on the assumption of the defense of any Claim by the Indemnifying Partyadvice of, the Indemnified Party shall have the right to employ separate outside, qualified legal counsel and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (i) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (ii) the Indemnified Party shall reasonably have concluded that representation of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party such indemnified party that are different from or in addition to or disparate from those available to the Indemnifying Party, such indemnifying party or (iii) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement that representation of such Claimindemnifying party and any indemnified party by the same counsel would present a conflict of interest under applicable rules of attorney professional conduct, then such indemnifying party shall not be entitled to assume such defense. If an indemnifying party assumes the Indemnified Party employs separate legal counsel defense of an action in circumstances other than accordance with and as described in the preceding sentence, the fees, costs and expenses of such legal counsel shall be borne exclusively permitted by the Indemnified Party. Except as provided aboveprovisions of this paragraph, the Indemnifying Party such indemnifying party shall not, not be liable to such indemnified party under Section 4(a) or Section 4(b) of this Agreement for any legal or other expenses subsequently incurred by such indemnified party in connection with any Claim in the same jurisdiction, defense thereof other than reasonable costs of investigation. In no event shall the indemnifying party be liable for the fees and expenses of more than one firm of counsel (in addition to local counsel) separate from its own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the Indemnified Party (together with appropriate local counsel). The Indemnified Party shall not, without the prior written consent same jurisdiction arising out of the Indemnifying Party (which consent shall not unreasonably be withheld), settle same general allegations or compromise any Claim or consent to the entry of any judgment that does not include an unconditional release of the Indemnifying Party from all liabilities with respect to such Claim or judgment or contain any admission of wrongdoingcircumstances.

Notice of Claims. Promptly after receipt by a Person seeking indemnification pursuant to Section 3.1 or 3.2 Any party (an the “Indemnified Party”) of seeking indemnification under this Article 7 shall give to the party obligated to provide indemnification to such Indemnified Party (the “Indemnitor”) a written notice of (a “Claim Notice”) describing in reasonable detail the facts giving rise to any investigation, claim, proceeding or other action in respect of which claim for indemnification is being sought hereunder (each, a “Claim”), including a pending or threatened claim or demand asserted by a third party against the Indemnified Party promptly shall notify the Person against whom indemnification pursuant to Sections 3.1 and/or 3.2 is (such claim being sought (the a “Indemnifying PartyThird Party Claim”) and shall include in such Claim Notice (if then known) the amount, or the method of computation of the commencement thereofamount, of such Claim and a reference to the provision of this Agreement or any agreement, document or instrument executed pursuant hereto or in connection herewith upon which such Claim is based; but provided, that a Claim Notice in respect of any action at law or suit in equity by or against a third party as to which indemnification will be sought must be given promptly after the omission action or suit is commenced; provided, further that if such Claim Notice is given prior to so notify the Indemnifying Party expiration of the applicable survival period, failure to promptly give such Claim Notice shall not relieve it from any liability that it otherwise may have to the Indemnified Party, Indemnitor of its obligations hereunder except to the extent that the Indemnifying Party is it shall have been materially prejudiced and forfeits substantive rights and defenses by reason of such failure. In connection with any Claim as , it being understood that notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to which both the Indemnifying Party and the Indemnified Party are parties, the Indemnifying Party shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense expiration of any Claim by the Indemnifying Partyapplicable survival period provided for in Section 7.1(a) for such representation, the Indemnified Party shall have the right to employ separate legal counsel and to participate in the defense of such Claimwarranty, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (i) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (ii) the Indemnified Party shall reasonably have concluded that representation of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, covenant or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (iii) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding sentence, the fees, costs and expenses of such legal counsel shall be borne exclusively by the Indemnified Party. Except as provided above, the Indemnifying Party shall not, in connection with any Claim in the same jurisdiction, be liable for the fees and expenses of more than one firm of counsel for the Indemnified Party (together with appropriate local counsel). The Indemnified Party shall not, without the prior written consent of the Indemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment that does not include an unconditional release of the Indemnifying Party from all liabilities with respect to such Claim or judgment or contain any admission of wrongdoingagreement.

Notice of Claims. Promptly As soon as is reasonably practicable after receipt any Seller Party or Buyer Party becomes aware of any claim that such Party has under Section 10.1 that may result in a Loss for which such Party or any other Buyer Indemnified Party or Seller Indemnified Party, as applicable, is entitled to indemnification hereunder (a "Claim"), such Party (the "Indemnified Party") shall give notice of such Claim (a "Claims Notice") to Seller Parties, in the case of a Claim by a Person seeking indemnification pursuant Buyer Party, or to Section 3.1 Buyer Parties, in the case of a Claim by a Seller Party (such Party, the "Indemnifying Party"). A Claims Notice must describe the Claim in reasonable detail and must indicate, to the extent feasible, the estimated amount of the Loss that has been or 3.2 (an “Indemnified Party”) of written notice of any investigation, claim, proceeding or other action in respect of which indemnification is being sought (each, a “Claim”), may be suffered by the Indemnified Party promptly shall notify and any other Buyer Indemnified Party or Seller Indemnified Party, as applicable. No delay in or failure to give a Claims Notice by the Person against whom indemnification pursuant Indemnified Party to Sections 3.1 and/or 3.2 is being sought (the “Indemnifying Party”) of the commencement thereof; but the omission to so notify the Indemnifying Party pursuant to this Section 10.3(a) shall not relieve it from adversely affect any liability of the other rights or remedies that it otherwise may have to the Indemnified Party or any other Buyer Indemnified Party or Seller Indemnified Party, as applicable, has under this Agreement or alter or relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party or any other Buyer Indemnified Party or Seller Indemnified Party, as applicable, except to the extent that such delay or failure has increased the Indemnifying Party is materially Loss or prejudiced and forfeits substantive rights and defenses by reason of such failure. In connection with any Claim as to which both the Indemnifying Party and the Indemnified Party are parties, the Indemnifying Party shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim by the Indemnifying Party, the Indemnified Party shall have the right to employ separate legal counsel and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (i) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (ii) the Indemnified Party shall reasonably have concluded that representation of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (iii) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding sentence, the fees, costs and expenses of such legal counsel shall be borne exclusively by the Indemnified Party. Except as provided above, the Indemnifying Party shall not, in connection with any Claim in the same jurisdiction, be liable for the fees and expenses of more than one firm of counsel for the Indemnified Party (together with appropriate local counsel). The Indemnified Party shall not, without the prior written consent of the Indemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment that does not include an unconditional release of the Indemnifying Party from all liabilities with respect to such Claim or judgment or contain any admission of wrongdoing.

Notice of Claims. Promptly after receipt by a Person seeking indemnification pursuant If an Indemnified Party believes that it has suffered or incurred any Loss or Expense and is entitled to Section 3.1 or 3.2 (indemnity from an “Indemnified Party”) of written notice of any investigation, claim, proceeding or other action in respect of which indemnification is being sought (each, a “Claim”)Indemnifying party under this Agreement, the Indemnified Party promptly shall notify the Person against whom indemnification pursuant to Sections 3.1 and/or 3.2 is being sought (the “Indemnifying Party”) of the commencement thereof; but the omission to so notify the Indemnifying Party shall not relieve it from promptly in writing describing such Loss or Expense, the amount thereof, if known, and the method of computation of such Loss or Expense. If any action at law or suit in equity is instituted by or against a third party with respect to which any Indemnified Party intends to claim any liability that it otherwise may have to the or expense as Loss or Expense under this Agreement, any such Indemnified Party, except to the extent that Party shall promptly notify the Indemnifying Party is materially prejudiced and forfeits substantive rights and defenses by reason of such failureaction or suit. In connection with any Claim as The amount to which both the Indemnifying Party and the an Indemnified Party are parties, the Indemnifying Party shall be entitled to assume under this Agreement shall be determined: (i) by the defense thereof. Notwithstanding written agreement between the assumption Indemnified Party and the Indemnifying Party (ii) by a final judgment, decree, decision or award of any court, arbitration board or administrative agency of competent jurisdiction, (iii) by a settlement of the defense of claim or (iv) by any Claim by the Indemnifying Party, other means to which the Indemnified Party shall agree. The judgment or decree of a court shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have the right to employ separate legal counsel and to participate burden of proof in establishing the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (i) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (ii) the Indemnified Party shall reasonably have concluded that representation amount of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (iii) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding sentence, the fees, costs Loss and expenses of such legal counsel shall be borne exclusively Expense suffered by the Indemnified Party. Except as provided above, the Indemnifying Party shall not, in connection with any Claim in the same jurisdiction, be liable for the fees and expenses of more than one firm of counsel for the Indemnified Party (together with appropriate local counsel). The Indemnified Party shall not, without the prior written consent of the Indemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment that does not include an unconditional release of the Indemnifying Party from all liabilities with respect to such Claim or judgment or contain any admission of wrongdoing.

Notice of Claims. Promptly after receipt by a Person (a) Any Buyer Group Member or Emmis Group Member seeking indemnification pursuant to Section 3.1 or 3.2 hereunder (an the “Indemnified Party”) of written notice of any investigation, claim, proceeding or other action in respect of which shall give promptly to the party obligated to provide indemnification is being sought (each, a “Claim”), the to such Indemnified Party promptly shall notify the Person against whom indemnification pursuant to Sections 3.1 and/or 3.2 is being sought (the “Indemnifying PartyIndemnitor”) a written notice (a “Claim Notice”) describing in reasonable detail the facts giving rise to the claim for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of computation of the commencement thereof; but amount of such claim, and a reference to the omission provision of this Agreement or any other agreement, document or instrument executed hereunder or in connection herewith upon which such claim is based. The failure of any Indemnified Party to so notify give the Indemnifying Party Claim Notice promptly as required by this Section 9.3 shall not relieve it from any liability that it otherwise may have to the affect such Indemnified Party, 's rights under this Article ----------- -------- IX except to the extent that such failure is actually prejudicial to the Indemnifying Party is materially prejudiced and forfeits substantive rights and defenses by reason obligations of such failurethe Indemnitor. In connection with -- (b) After the giving of any Claim as Notice pursuant hereto, the amount of indemnification to which both the Indemnifying Party and the an Indemnified Party are parties, the Indemnifying Party shall be entitled to assume under this Article IX shall be determined: (i) by the defense thereof. Notwithstanding written agreement between the assumption of Indemnified Party ---------- and the defense Indemnitor; (ii) by a final judgment or decree of any Claim court of competent jurisdiction; or (iii) by any other means to which the Indemnifying PartyIndemnified Party and the Indemnitor shall agree in writing. The judgment or decree of a court shall be deemed final when the time for appeal, the if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. The Indemnified Party shall have the right to employ separate legal counsel burden of proof in establishing the amount of Losses and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (i) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (ii) the Indemnified Party shall reasonably have concluded that representation of the Indemnified Party Expenses suffered by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (iii) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding sentence, the fees, costs and expenses of such legal counsel shall be borne exclusively by the Indemnified Party. Except as provided above, the Indemnifying Party shall not, in connection with any Claim in the same jurisdiction, be liable for the fees and expenses of more than one firm of counsel for the Indemnified Party (together with appropriate local counsel). The Indemnified Party shall not, without the prior written consent of the Indemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment that does not include an unconditional release of the Indemnifying Party from all liabilities with respect to such Claim or judgment or contain any admission of wrongdoingit.

Notice of Claims. Promptly after receipt by a Person (a) Any party seeking indemnification pursuant hereunder shall give to Section 3.1 or 3.2 the party obligated to provide indemnification to such Indemnified Party (an the “Indemnified PartyIndemnitor”) a notice (a “Claim Notice”) describing in reasonable detail the facts giving rise to any claim for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of written notice computation of any investigation, the amount of such claim, proceeding and a reference to the provision of this Agreement or any other action agreement, document or instrument executed hereunder or in connection herewith upon which such claim is based; provided, that (i) a Claim Notice in respect of any action at law or suit in equity by or against a third Person as to which indemnification will be sought shall be given promptly after the action or suit is being sought commenced; and (each, a “Claim”), the Indemnified Party promptly shall notify the Person against whom indemnification pursuant ii) failure to Sections 3.1 and/or 3.2 is being sought (the “Indemnifying Party”) of the commencement thereof; but the omission to so notify the Indemnifying Party give such notice shall not relieve it from any liability that it otherwise may have to the Indemnified Party, Indemnitor of its obligations hereunder except to the extent that the Indemnifying Party is materially it shall have been prejudiced and forfeits substantive rights and defenses by reason of such failure. In connection with . (b) After the giving of any Claim as Notice pursuant hereto, the amount of indemnification to which both the Indemnifying Party and the an Indemnified Party are parties, the Indemnifying Party shall be entitled to assume under this Article shall be determined: (i) by the defense thereof. Notwithstanding written agreement between the assumption of Indemnified Party and the defense Indemnitor; (ii) by a final judgment or decree of any Claim court of competent jurisdiction; or (iii) by any other means to which the Indemnifying PartyIndemnified Party and the Indemnitor shall agree. The judgment or decree of a court shall be deemed final when the time for appeal, the if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. The Indemnified Party shall have the right to employ separate legal counsel burden of proof in establishing the amount of Loss and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (i) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (ii) the Indemnified Party shall reasonably have concluded that representation of the Indemnified Party Expense suffered by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (iii) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding sentence, the fees, costs and expenses of such legal counsel shall be borne exclusively by the Indemnified Party. Except as provided above, the Indemnifying Party shall not, in connection with any Claim in the same jurisdiction, be liable for the fees and expenses of more than one firm of counsel for the Indemnified Party (together with appropriate local counsel). The Indemnified Party shall not, without the prior written consent of the Indemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment that does not include an unconditional release of the Indemnifying Party from all liabilities with respect to such Claim or judgment or contain any admission of wrongdoingit.

Notice of Claims. Promptly after receipt by a Person (a) Any Parent Indemnitee or Shareholder Indemnitee (the "INDEMNIFIED PARTY") seeking indemnification pursuant hereunder shall give the party obligated to Section 3.1 provide indemnification to such Indemnified Party (the "INDEMNITOR") a notice (a "CLAIM NOTICE") describing in reasonable detail the facts giving rise to any claim for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or 3.2 (an “Indemnified Party”) the method of written notice computation of any investigation, the amount of such claim, proceeding and a reference to the provision of this Agreement or other action any agreement, document or instrument executed pursuant hereto or in connection herewith upon which such claim is based; PROVIDED, that a Claim Notice in respect of any action at law or suit in equity by or against a third Person as to which indemnification will be sought shall be given promptly after the action or suit is being sought (each, a “Claim”), the Indemnified Party promptly shall notify the Person against whom indemnification pursuant commenced; PROVIDED FURTHER that failure to Sections 3.1 and/or 3.2 is being sought (the “Indemnifying Party”) of the commencement thereof; but the omission to so notify the Indemnifying Party give such notice shall not relieve it from any liability that it otherwise may have to the Indemnified Party, Indemnitor of its obligations hereunder except to the extent that the Indemnifying Party is materially it shall have been prejudiced and forfeits substantive rights and defenses by reason of such failure. In connection with . (b) After the giving of any Claim as Notice pursuant hereto, the amount of indemnification to which both the Indemnifying Party and the an Indemnified Party are parties, the Indemnifying Party shall be entitled to assume under this ARTICLE IX shall be determined: (i) by the defense thereof. Notwithstanding written agreement between the assumption of Indemnified Party and the defense Indemnitor; or (ii) by a final judgment or decree of any Claim by court of competent jurisdiction. The judgment or decree of a court shall be deemed final when the Indemnifying Partytime for appeal, the if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. The Indemnified Party shall have the right burden of proof in establishing the amount of Loss and Expense suffered by it. (c) If a Parent Indemnity is entitled to employ separate legal counsel and to participate in the defense of such Claimindemnification hereunder, and the Indemnifying Party shall bear amount of indemnification to which Parent Indemnitee is entitled has been determined as provided for in SECTION 9.4(b), the reasonable feesShareholders may satisfy such claim, out-of-pocket costs and expenses at the option of such separate legal counsel to the Indemnified Party if (and only if): Shareholders, by promptly tendering (i) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, cash or (ii) shares of Preferred Stock (or that number of shares of common stock into which the Indemnified Party shall reasonably have concluded that representation Preferred Stock was converted) or shares common stock of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due Parent issued to actual orShareholders hereunder Parent Indemnitee. For purposes of this ARTICLE IX, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct a share of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (iii) the Indemnifying Party Preferred Stock shall have failed a value of $1,000, and a share of common stock issued in satisfaction of an Award shall have the Current Share Value assigned to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of such Claimit hereunder. If a Shareholder Indemnitee is entitled to indemnification hereunder, Parent shall pay to Shareholder Indemnitee the Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding sentence, the fees, costs and expenses amount of such legal counsel shall be borne exclusively by the Indemnified Party. Except indemnification to which Shareholder Indemnitee is entitled promptly after it has been determined as provided above, the Indemnifying Party shall not, for in connection with any Claim in the same jurisdiction, be liable for the fees and expenses of more than one firm of counsel for the Indemnified Party (together with appropriate local counselSECTION 9.4(b). The Indemnified Party shall not, without the prior written consent of the Indemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment that does not include an unconditional release of the Indemnifying Party from all liabilities with respect to such Claim or judgment or contain any admission of wrongdoing.

Notice of Claims. Promptly after receipt by Each Party against whom a claim for indemnity pursuant to this Section 5.3(c) shall have been made (each, an “Indemnifying Party”) shall have the right to defend the Person seeking indemnification pursuant to Section 3.1 or 3.2 such indemnity (each, an “Indemnified Party”) with counsel of written notice of any investigation, claim, proceeding or other action such Indemnifying Party’s choice in respect of which indemnification any third party claim, so long as (i) such counsel is being sought (each, a “Claim”), the Indemnified Party promptly shall notify the Person against whom indemnification pursuant to Sections 3.1 and/or 3.2 is being sought (the “Indemnifying Party”) of the commencement thereof; but the omission to so notify the Indemnifying Party shall not relieve it from any liability that it otherwise may have reasonably satisfactory to the Indemnified Party, except (ii) the Indemnifying Party shall have provided written notice to the extent Indemnified Party, within thirty (30) days after receipt by the Indemnifying Party of the related Claims Notice, indicating that the Indemnifying Party is materially prejudiced will indemnify the Indemnified Party in accordance with the terms of this Section 5.3 and forfeits substantive rights and defenses by reason of such failure. In connection with any Claim as to which both (iii) the Indemnifying Party and the Indemnified Party are parties, the Indemnifying Party shall be entitled to assume the defense thereof. Notwithstanding the assumption of conducts the defense of any Claim by the Indemnifying Party, the third party claim or matter actively and diligently. The Indemnified Party shall have the right to employ retain separate legal co-counsel at its sole cost and to expense and participate in the defense of any such Claim, and the Indemnifying claim or matter. Knowledge by an Indemnified Party of any breach or non-compliance hereunder shall bear the reasonable fees, out-of-pocket costs and expenses not constitute a waiver of such separate legal counsel to the Indemnified Party if (Party’s rights and only if): (i) the Indemnifying remedies under this Agreement, provided that such Indemnified Party shall have agreed to pay notified the applicable Indemnifying Party of such fees, costs and expenses, (ii) the breach or non-compliance in a timely manner. No express or implied waiver by an Indemnified Party of any default hereunder shall reasonably have concluded that representation in any way be, or be construed to be, a waiver of the any other default. The failure or delay of an Indemnified Party by the Indemnifying to exercise any of its rights granted hereunder regarding any default shall not constitute a waiver of any such right as to any other default, and any single or partial exercise of any particular right granted to an Indemnified Party by hereunder shall not exhaust the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (iii) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within constitute a reasonable period of time after notice of the commencement of such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding sentence, the fees, costs and expenses of such legal counsel shall be borne exclusively by the Indemnified Party. Except as provided above, the Indemnifying Party shall not, in connection with any Claim in the same jurisdiction, be liable for the fees and expenses of more than one firm of counsel for the Indemnified Party (together with appropriate local counsel). The Indemnified Party shall not, without the prior written consent of the Indemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry waiver of any judgment that does not include an unconditional release of the Indemnifying Party from all liabilities with respect to such Claim or judgment or contain any admission of wrongdoingother right provided herein.

Notice of Claims. Promptly after receipt by a Person (a) Any Buyer Group Member or Seller Group Member seeking indemnification pursuant to Section 3.1 or 3.2 hereunder (an the “Indemnified Party”) of written notice of any investigation, claim, proceeding or other action in respect of which shall give promptly to the Party obligated to provide indemnification is being sought (each, a “Claim”), the to such Indemnified Party promptly shall notify the Person against whom indemnification pursuant to Sections 3.1 and/or 3.2 is being sought (the “Indemnifying PartyIndemnitor”) a written notice (a “Claim Notice”) describing in reasonable detail the facts giving rise to the claim for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of computation of the commencement thereofamount of such claim, and a reference to the provision of this Agreement upon which such claim is based; but provided, however, that the omission failure of any Indemnified Party to so notify give the Indemnifying Party Claim Notice promptly as required by this Section 9.3(a) shall not relieve it from any liability that it otherwise may have to the affect such Indemnified Party, ’s rights under this Section 9 except to the extent that the Indemnifying Party such failure is materially prejudiced and forfeits substantive prejudicial to the rights and defenses obligations of the Indemnitor. Notwithstanding the foregoing, no claim for indemnification may be asserted against either Party for breach of any representation, warranty, covenant or agreement contained herein, unless a Claim Notice is received by reason such Party on or prior to the date on which the representation, warranty, covenant or agreement on which such claim is based ceases to survive as set forth in Section 12.1. (b) After the giving of such failure. In connection with any Claim as Notice pursuant hereto, the amount of indemnification to which both the Indemnifying Party and the an Indemnified Party are parties, the Indemnifying Party shall be entitled under this Section 9 shall be determined by the earlier to assume occur of: (i) the defense thereof. Notwithstanding written agreement between the assumption of Indemnified Party and the defense Indemnitor; (ii) a final judgment or decree of any Claim by court of competent jurisdiction; or (iii) any other means to which the Indemnifying PartyIndemnified Party and the Indemnitor shall agree. The judgment or decree of a court shall be deemed final when the time for appeal, the if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. The Indemnified Party shall have the right to employ separate legal counsel and to participate burden of proof in establishing the defense amount of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel Losses suffered by it. All amounts due to the Indemnified Party if (and only if): (i) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (ii) the Indemnified Party shall reasonably have concluded that representation of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably so finally determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (iii) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding sentence, the fees, costs and expenses of such legal counsel shall be borne exclusively paid within thirty (30) days after such final determination by wire transfer of immediately available funds to an account or accounts designated in writing by the Indemnified Party. Except as provided above, the Indemnifying Party shall not, in connection with any Claim in the same jurisdiction, be liable for the fees and expenses of more than one firm of counsel for the Indemnified Party (together with appropriate local counsel). The Indemnified Party shall not, without the prior written consent of the Indemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment that does not include an unconditional release of the Indemnifying Party from all liabilities with respect to such Claim or judgment or contain any admission of wrongdoing.

Notice of Claims. Promptly after receipt by (a) If an indemnified party reasonably believes that it may incur any Losses hereunder, or receives notice of a Person seeking third-party claim for which it intends to seek indemnification pursuant to Section 3.1 or 3.2 (an “Indemnified Party”) of hereunder, it shall give the indemnifying party prompt written notice of any investigation, such claim (the "Claim Notice") (which in the case of a third party claim, proceeding or other action in respect shall be within 10 days of which indemnification is being sought (each, a “Claim”receipt of such claim), specifying the Indemnified Party promptly facts and circumstances of the indemnification claim in reasonable detail and the estimated amount of the Losses prior to the applicable Expiration Date. If the matter to which a claim relates shall notify not have been resolved as of the Person against whom indemnification pursuant to Sections 3.1 and/or 3.2 is being sought date of the Claim Notice, the indemnified party shall estimate the amount of the claim in the Claim Notice, and shall also specify therein that the claim has not yet been liquidated (an "Unliquidated Claim"). If an indemnified party gives a Claim Notice for an Unliquidated Claim, the indemnified party shall also give a second Claim Notice (the “Indemnifying Party”"Liquidated Claim Notice") of within 60 days after the commencement thereof; but the omission to so notify the Indemnifying Party shall not relieve it from any liability that it otherwise may have matter giving rise to the Indemnified Party, except to the extent that the Indemnifying Party is materially prejudiced and forfeits substantive rights and defenses by reason of such failure. In connection with any Claim as to which both the Indemnifying Party and the Indemnified Party are parties, the Indemnifying Party shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim by the Indemnifying Party, the Indemnified Party shall have the right to employ separate legal counsel and to participate in the defense of such Claimclaim becomes finally resolved, and the Indemnifying Party Liquidated Claim Notice shall bear specify the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (i) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (ii) the Indemnified Party shall reasonably have concluded that representation amount of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (iii) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of such Claimclaim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding sentence, the fees, costs and expenses of such legal counsel shall be borne exclusively by the Indemnified Party. Except as provided above, the Indemnifying Party shall not, in connection with any Claim in the same jurisdiction, be liable for the fees and expenses of more than one firm of counsel for the Indemnified Party (together with appropriate local counsel). The Indemnified Party shall not, without the prior written consent of the Indemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment that does not include an unconditional release of the Indemnifying Party from all liabilities with respect to such Claim or judgment or contain any admission of wrongdoing.Each indemnifying party to

Notice of Claims. Promptly after receipt by a Person seeking indemnification pursuant to Section 3.1 (a) Any Purchaser Related Party or 3.2 Seller Related Party, as the case may be (an the “Indemnified Party”), seeking indemnification hereunder (or believing in good faith that it may suffer or incur Losses for which it is or may be entitled to indemnification hereunder) shall give the party obligated to provide indemnification hereunder (the “Indemnitor”) a notice (a “Claim Notice”) describing in reasonable detail the facts giving rise to any claim for indemnification hereunder and shall include in such Claim Notice, if reasonably practicable, the amount or the method of written notice computation of any investigation, the amount of such claim, proceeding and a reference to the provision of this Agreement or any other action agreement, document or instrument executed hereunder or in connection herewith upon which such claim is based; provided, that a Claim Notice in respect of any pending or threatened action at law or suit in equity by or against a third Person as to which indemnification is being will be sought (each, each such action or suit being a “Third Person Claim”), ) shall be given promptly after the applicable Indemnified Party promptly shall notify receives actual notice that the Person against whom indemnification pursuant action or suit is commenced; provided, further, that failure to Sections 3.1 and/or 3.2 is being sought (the “Indemnifying Party”) of the commencement thereof; but the omission to so notify the Indemnifying Party give such notice shall not relieve it from any liability that it otherwise may have to the Indemnified Party, Indemnitor of its obligations hereunder except to the extent that the Indemnifying Party is materially Indemnitor shall have been actually prejudiced and forfeits substantive rights and defenses by reason of such failure. In connection with . (b) After the giving of any Claim as Notice pursuant hereto, the amount of indemnification to which both the Indemnifying Party and the applicable Indemnified Party are parties, the Indemnifying Party shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim by the Indemnifying Party, the Indemnified Party under this Article X shall have the right to employ separate legal counsel and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): be determined: (i) by the Indemnifying written agreement between the applicable Indemnified Party shall have agreed to pay such fees, costs and expenses, the Indemnitor; (ii) the Indemnified Party shall reasonably have concluded that representation by a final judgment or decree of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct any court or arbitrator of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, competent jurisdiction; or (iii) by any other means to which the Indemnifying applicable Indemnified Party and the Indemnitor shall agree. The judgment or decree of a court shall be deemed final when the time for appeal, if any, shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding sentence, the fees, costs expired and expenses of such legal counsel no appeal shall be borne exclusively by the Indemnified Party. Except as provided above, the Indemnifying Party have been taken or when all appeals taken shall not, in connection with any Claim in the same jurisdiction, be liable for the fees and expenses of more than one firm of counsel for the Indemnified Party (together with appropriate local counsel). The Indemnified Party shall not, without the prior written consent of the Indemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment that does not include an unconditional release of the Indemnifying Party from all liabilities with respect to such Claim or judgment or contain any admission of wrongdoinghave been finally determined.

Notice of Claims. Promptly after receipt by a Person (a) Any Buyer Group Member or Parent Group Member (the "Indemnified Party") seeking indemnification pursuant hereunder shall give to Section 3.1 the party obligated to provide indemnification to such Indemnified Party (the "Indemnitor") a notice (a "Claim Notice") describing in reasonable detail the facts giving rise to any claim for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or 3.2 (an “Indemnified Party”) the method of written notice computation of any investigation, the amount of such claim, proceeding and a reference to the provision of this Agreement or any other action agreement, document or instrument executed hereunder or in connection herewith upon which such claim is based; provided, that a Claim Notice in respect of any action at law or suit in equity by or against a third Person as to which indemnification will be sought shall be given promptly after the action or suit is being sought (each, a “Claim”), the Indemnified Party promptly shall notify the Person against whom indemnification pursuant commenced; provided further that failure to Sections 3.1 and/or 3.2 is being sought (the “Indemnifying Party”) of the commencement thereof; but the omission to so notify the Indemnifying Party give such notice shall not relieve it from any liability that it otherwise may have to the Indemnified Party, Indemnitor of its obligations hereunder except to the extent that the Indemnifying Party is materially it shall have been prejudiced and forfeits substantive rights and defenses by reason of such failure. In connection with . (b) After the giving of any Claim as Notice pursuant hereto, the amount of indemnification to which both the Indemnifying Party and the an Indemnified Party are parties, the Indemnifying Party shall be entitled to assume under this Article XI shall be determined: (i) by the defense thereof. Notwithstanding written agreement between the assumption of Indemnified Party and the defense Indemnitor; (ii) by a final judgment or decree of any Claim court of competent jurisdiction; or (iii) by any other means to which the Indemnifying PartyIndemnified Party and the Indemnitor shall agree. The judgment or decree of a court shall be deemed final when the time for appeal, the if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. The Indemnified Party shall have the right to employ separate legal counsel burden of proof in establishing the amount of Loss and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (i) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (ii) the Indemnified Party shall reasonably have concluded that representation of the Indemnified Party Expense suffered by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (iii) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding sentence, the fees, costs and expenses of such legal counsel shall be borne exclusively by the Indemnified Party. Except as provided above, the Indemnifying Party shall not, in connection with any Claim in the same jurisdiction, be liable for the fees and expenses of more than one firm of counsel for the Indemnified Party (together with appropriate local counsel). The Indemnified Party shall not, without the prior written consent of the Indemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment that does not include an unconditional release of the Indemnifying Party from all liabilities with respect to such Claim or judgment or contain any admission of wrongdoingit.

Notice of Claims. Promptly after receipt by a Person (a) Any Party seeking indemnification pursuant to Section 3.1 or 3.2 hereunder (an the “Indemnified Party”) of written notice of any investigation, claim, proceeding or other action in respect of which shall give promptly to the party obligated to provide indemnification is being sought (each, a “Claim”), the to such Indemnified Party promptly shall notify the Person against whom indemnification pursuant to Sections 3.1 and/or 3.2 is being sought (the “Indemnifying PartyIndemnitor”) (it being understood, however, that where the Shareholder Parties would otherwise be Indemnitees or Indemnitors, all references to such term as used in the procedural provisions of this Section 10.5 and in Section 10.6 shall instead refer to the Shareholders’ Committee) a written notice (a “Claim Notice”) describing in reasonable detail the facts giving rise to the claim for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of computation of the commencement thereofamount of such claim, and a reference to the provision of this Agreement or any other agreement, document or instrument executed hereunder or in connection herewith upon which such claim is based; but provided, however, that the omission failure of any Indemnified Party to so notify give the Indemnifying Party Claim Notice promptly as required by this Section 10.5(a) shall not relieve it from any liability that it otherwise may have to the affect such Indemnified Party, ’s rights under this Article 10 except to the extent that such failure is actually prejudicial to the Indemnifying Party is materially prejudiced and forfeits substantive rights and defenses by reason obligations of such failure. In connection with the Indemnitor. (b) After the giving of any Claim as Notice pursuant hereto, the amount of indemnification to which both the Indemnifying Party and the an Indemnified Party are parties, the Indemnifying Party shall be entitled to assume under this Article 10 shall be determined: (i) by the defense thereof. Notwithstanding written agreement between the assumption of Indemnified Party and the defense Indemnitor; (ii) by a final judgment or decree of any Claim court of competent jurisdiction; or (iii) by any other means to which the Indemnifying PartyIndemnified Party and the Indemnitor shall agree. The judgment or decree of a court shall be deemed final when the time for appeal, the if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. The Indemnified Party shall have the right to employ separate legal counsel and to participate burden of proof in establishing the defense amount of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel Losses suffered by it. All amounts due to the Indemnified Party if (and only if): (i) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (ii) the Indemnified Party shall reasonably have concluded that representation of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably so finally determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (iii) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding sentence, the fees, costs and expenses of such legal counsel shall be borne exclusively paid by the Indemnified Party. Except as provided above, the Indemnifying Party shall not, in connection with any Claim in the same jurisdiction, be liable for the fees and expenses of more than one firm of counsel for the Indemnified Party wire transfer within thirty (together with appropriate local counsel). The Indemnified Party shall not, without the prior written consent of the Indemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment that does not include an unconditional release of the Indemnifying Party from all liabilities with respect to 30) days after such Claim or judgment or contain any admission of wrongdoingfinal determination.

Notice of Claims. Promptly after receipt by a Person seeking indemnification pursuant to Section 3.1 (a) Any Buyer Group Member or 3.2 Seller Group Member (an the “Indemnified Party”) seeking indemnification hereunder shall give to the party obligated to provide indemnification to such Indemnified Party (the “Indemnitor”) a notice (a “Claim Notice”) describing in reasonable detail the facts giving rise to any claim for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of written notice computation of any investigation, the amount of such claim, proceeding and a reference to the provision of this Agreement or any other action agreement, document or instrument executed hereunder or in connection herewith upon which such claim is based; provided, that a Claim Notice in respect of any action at law or suit in equity by or against a third Person as to which indemnification will be sought shall be given promptly after the action or suit is being sought (each, a “Claim”), the Indemnified Party promptly shall notify the Person against whom indemnification pursuant commenced; provided further that failure to Sections 3.1 and/or 3.2 is being sought (the “Indemnifying Party”) of the commencement thereof; but the omission to so notify the Indemnifying Party give such notice shall not relieve it from any liability that it otherwise may have to the Indemnified Party, Indemnitor of its obligations hereunder except to the extent that the Indemnifying Party is materially it shall have been prejudiced and forfeits substantive rights and defenses by reason of such failure. In connection with . (b) After the giving of any Claim as Notice pursuant hereto, the amount of indemnification to which both the Indemnifying Party and the an Indemnified Party are parties, the Indemnifying Party shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim under this Article VIII shall be determined (i) by the Indemnifying Partywritten agreement between the Indemnified Party and the Indemnitor; (ii) pursuant to Section 9.17 and, if necessary, Section 9.18; or (iii) by any other means to which the Indemnified Party and the Indemnitor shall agree. The judgment or decree of a court shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. The Indemnified Party shall have the right to employ separate legal counsel burden of proof in establishing the amount of Loss and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (i) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (ii) the Indemnified Party shall reasonably have concluded that representation of the Indemnified Party Expense suffered by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (iii) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding sentence, the fees, costs and expenses of such legal counsel shall be borne exclusively by the Indemnified Party. Except as provided above, the Indemnifying Party shall not, in connection with any Claim in the same jurisdiction, be liable for the fees and expenses of more than one firm of counsel for the Indemnified Party (together with appropriate local counsel). The Indemnified Party shall not, without the prior written consent of the Indemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment that does not include an unconditional release of the Indemnifying Party from all liabilities with respect to such Claim or judgment or contain any admission of wrongdoingit.

Notice of Claims. Promptly after receipt by a Person seeking If any party entitled to indemnification pursuant to Section 3.1 or 3.2 hereunder (each, an “Indemnified Party”) of believes that it has suffered or incurred any indemnifiable Loss, it shall provide written notice of any investigation, claim, proceeding (the “Claim Notice”) to the applicable party or other action in respect of which parties from whom indemnification is being sought (each, a “Claim”), the Indemnified Party promptly shall notify the Person against whom indemnification pursuant to Sections 3.1 and/or 3.2 is being sought (the “Indemnifying Party”) (at the addresses set forth herein) as soon as practicable after suffering such Loss, and in any event within the applicable time period specified in Section 9.1, describing (i) the representation, warranty, covenant or agreement that is alleged to have been breached or to have given rise to a claim for indemnification, (ii) the basis for such allegation and (iii) if known, the aggregate amount of the commencement thereof; but Losses for which a claim is being made or, to the omission extent that Losses are not known or have not been incurred at the time such claim is made, a good faith estimate of the aggregate potential amount of such Losses. If any legal action is instituted by a third party (a “Third Party Claim”) with respect to so which any Indemnified Party is entitled to the benefit of indemnity hereunder, such Indemnified Party shall promptly give a Claim Notice to notify the Indemnifying Party of such legal action. In any event, a failure or delay in notifying the Indemnifying Party of such legal action shall not relieve it from any liability that it otherwise may have to affect the Indemnified Party’s right to indemnity, except to the extent that the Indemnifying Party is actually incurs an incremental expense or otherwise has been materially and adversely prejudiced and forfeits substantive rights and defenses by reason of in its ability to defend against such failure. In connection with any Claim legal action as to which both the Indemnifying Party and the Indemnified Party are parties, the Indemnifying Party shall be entitled to assume the defense thereof. Notwithstanding the assumption a result of the defense of any Claim by the Indemnifying Party, the Indemnified Party shall have the right to employ separate legal counsel and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (i) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (ii) the Indemnified Party shall reasonably have concluded that representation of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (iii) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding sentence, the fees, costs and expenses of such legal counsel shall be borne exclusively by the Indemnified Party. Except as provided above, the Indemnifying Party shall not, in connection with any Claim in the same jurisdiction, be liable for the fees and expenses of more than one firm of counsel for the Indemnified Party (together with appropriate local counsel). The Indemnified Party shall not, without the prior written consent of the Indemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment that does not include an unconditional release of the Indemnifying Party from all liabilities with respect to such Claim or judgment or contain any admission of wrongdoingdelay.

Notice of Claims. Promptly after receipt by a Person (a) Any Buyer Group Member or Seller Group Member (the "Indemnified Party") seeking indemnification pursuant hereunder shall give to Section 3.1 the party obligated to provide indemnification to such Indemnified Party (the "Indemnitor") a notice (a "Claim Notice") describing in reasonable detail the facts giving rise to any claim for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or 3.2 (an “Indemnified Party”) the method of written notice computation of any investigation, the amount of such claim, proceeding and a reference to the provision of this Agreement or any other action agreement, document or instrument executed hereunder or in connection herewith upon which such claim is based; provided, that a Claim Notice in respect of any action at law or suit in equity by or against a third Person as to which indemnification will be sought shall be given promptly after the action or suit is being sought (each, a “Claim”), the Indemnified Party promptly shall notify the Person against whom indemnification pursuant commenced; provided further that failure to Sections 3.1 and/or 3.2 is being sought (the “Indemnifying Party”) of the commencement thereof; but the omission to so notify the Indemnifying Party give such notice shall not relieve it from any liability that it otherwise may have to the Indemnified Party, Indemnitor of its obligations hereunder except to the extent that the Indemnifying Party is materially it shall have been prejudiced and forfeits substantive rights and defenses by reason of such failure. In connection with . (b) After the giving of any Claim as Notice pursuant hereto, the amount of indemnification to which both the Indemnifying Party and the an Indemnified Party are parties, the Indemnifying Party shall be entitled to assume under this Article VIII shall be determined (i) by the defense thereof. Notwithstanding written agreement between the assumption of Indemnified Party and the defense Indemnitor; (ii) by a final judgment or decree of any Claim court of competent jurisdiction; or (iii) by any other means to which the Indemnifying PartyIndemnified Party and the Indemnitor shall agree. The judgment or decree of a court shall be deemed final when the time for appeal, the if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. The Indemnified Party shall have the right to employ separate legal counsel burden of proof in establishing the amount of Loss and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (i) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (ii) the Indemnified Party shall reasonably have concluded that representation of the Indemnified Party Expense suffered by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (iii) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding sentence, the fees, costs and expenses of such legal counsel shall be borne exclusively by the Indemnified Party. Except as provided above, the Indemnifying Party shall not, in connection with any Claim in the same jurisdiction, be liable for the fees and expenses of more than one firm of counsel for the Indemnified Party (together with appropriate local counsel). The Indemnified Party shall not, without the prior written consent of the Indemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment that does not include an unconditional release of the Indemnifying Party from all liabilities with respect to such Claim or judgment or contain any admission of wrongdoingit.

Notice of Claims. Promptly after receipt by a Person (a) Any Buyer Group Member or Seller Group ---------------- Member (the "Indemnified Party") seeking indemnification pursuant hereunder shall give to Section 3.1 ----------------- the party obligated to provide indemnification to such Indemnified Party (the "Indemnitor") a notice (a "Claim Notice") describing in reasonable detail the ----------- ------------ facts giving rise to any claim for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or 3.2 the method of computation of the amount of such claim, and a reference to the provision of this Agreement upon which such claim is based; provided, however, that: (an “Indemnified Party”i) of written notice a Claim Notice in -------- ------- respect of any investigation, claim, proceeding action at law or other action suit in respect of equity by or against a third Person as to which indemnification will be sought shall be given promptly after the action or suit is being sought commenced; and (each, a “Claim”), the Indemnified Party promptly shall notify the Person against whom indemnification pursuant ii) failure to Sections 3.1 and/or 3.2 is being sought (the “Indemnifying Party”) of the commencement thereof; but the omission to so notify the Indemnifying Party give such notice shall not relieve it from any liability that it otherwise may have to the Indemnified Party, Indemnitor of its obligations hereunder except to the extent that the Indemnifying Party is it shall have been materially prejudiced and forfeits substantive rights and defenses by reason of such failure. In connection with . (b) After the giving of any Claim as Notice pursuant hereto, the amount of indemnification to which both the Indemnifying Party and the an Indemnified Party are parties, the Indemnifying Party shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim under this Article X shall be determined: (i) by the Indemnifying Party, written agreement between the Indemnified Party shall have the right to employ separate legal counsel and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (i) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, Indemnitor; (ii) the Indemnified Party shall reasonably have concluded that representation by a final judgment or decree of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct any court of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, competent jurisdiction; or (iii) the Indemnifying Party shall have failed by any other means to employ legal counsel reasonably satisfactory to which the Indemnified Party within and the Indemnitor shall agree. The judgment or decree of a reasonable period of time after notice of the commencement of such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding sentence, the fees, costs and expenses of such legal counsel court shall be borne exclusively deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. (c) Any payment by the Indemnified Party. Except as provided above, Buyer or the Indemnifying Party shall not, in connection with any Claim in the same jurisdiction, be liable for the fees and expenses of more than one firm of counsel for the Indemnified Party (together with appropriate local counsel). The Indemnified Party shall not, without the prior written consent of the Indemnifying Party (which consent shall not unreasonably be withheld), settle Seller under Article IX or compromise any Claim or consent to the entry of any judgment that does not include an unconditional release of the Indemnifying Party from all liabilities with respect to such Claim or judgment or contain any admission of wrongdoing.this ----------

Notice of Claims. Promptly after receipt by a Person (a) Any Buyer Indemnitee or Seller Indemnitee (the "Indemnified Party") seeking indemnification pursuant hereunder shall give to Section 3.1 the party obligated to provide indemnification to such Indemnified Party (the "Indemnitor") a notice (a "Claim Notice") describing in reasonable detail the facts giving rise to any claim for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or 3.2 (an “Indemnified Party”) the method of written notice computation of any investigation, the amount of such claim, proceeding and a reference to the provision of this Agreement or other action any agreement, document or instrument executed pursuant hereto or in connection herewith upon which such claim is based; provided, that a Claim Notice in respect of any action at law or suit in equity by or against a third Person as to which indemnification will be sought shall be given promptly after the action or suit is being sought (eachcommenced; provided, a “Claim”)further, the Indemnified Party promptly shall notify the Person against whom indemnification pursuant that failure to Sections 3.1 and/or 3.2 is being sought (the “Indemnifying Party”) of the commencement thereof; but the omission to so notify the Indemnifying Party give such notice shall not relieve it from any liability that it otherwise may have to the Indemnified Party, Indemnitor of its obligations hereunder except to the extent that the Indemnifying Party is it shall have been materially prejudiced and forfeits substantive rights and defenses by reason of such failure. In connection with . (b) After the giving of any Claim as Notice pursuant hereto, the amount of indemnification to which both the Indemnifying Party and the an Indemnified Party are parties, the Indemnifying Party shall be entitled to assume under this Article IX shall be determined: (i) by the defense thereof. Notwithstanding written agreement between the assumption of Indemnified Party and the defense Indemnitor; (ii) by a final judgment or decree of any Claim court of competent jurisdiction; or (iii) by an arbitration award entered pursuant to Section 9.5. The judgment or decree of a court shall be deemed final when the Indemnifying Partytime for appeal, the if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. The Indemnified Party shall have the right burden of proof in establishing the amount of Loss suffered by it. (c) If an Indemnified Party is entitled to employ separate legal counsel and to participate in indemnification hereunder, the defense of such Claim, and the Indemnifying Party Indemnitor shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel pay to the Indemnified Party if (and only if): (i) the Indemnifying Party shall have agreed amount to pay such fees, costs and expenses, (ii) which the Indemnified Party is entitled promptly after the amount has been determined. Buyer shall reasonably have concluded that representation the right to offset any such amount against any portion of the Indemnified Party by the Indemnifying Party by the same legal counsel would Purchase Price not be appropriate due to actual or, yet paid as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (iii) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding sentence, the fees, costs and expenses of such legal counsel shall be borne exclusively by the Indemnified Party. Except as provided above, the Indemnifying Party shall not, in connection with any Claim in the same jurisdiction, be liable for the fees and expenses of more than one firm of counsel for the Indemnified Party (together with appropriate local counsel). The Indemnified Party shall not, without the prior written consent of the Indemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment that does not include an unconditional release of the Indemnifying Party from all liabilities with respect to such Claim or judgment or contain any admission of wrongdoingdate.

Notice of Claims. Promptly after receipt by a Person seeking indemnification pursuant to Section 3.1 or 3.2 (an “Indemnified Party”) of written notice of any investigation, claim, proceeding or other action in respect of which indemnification is being sought (each, a “Claim”), the Any Indemnified Party promptly that proposes to assert a right to be indemnified under this ARTICLE 6 shall notify the Person against whom indemnification pursuant to Sections 3.1 and/or 3.2 is being sought Licensor or Symphony Evolution, as applicable (the “Indemnifying Party”), promptly after receipt of notice of commencement of any action, suit or proceeding against such Indemnified Party (an “Indemnified Proceeding”) in respect of which a claim is to be made under this ARTICLE 6, or the incurrence or realization of any Loss in respect of which a claim is to be made under this ARTICLE 6, of the commencement thereof; of such Indemnified Proceeding or of such incurrence or realization, enclosing a copy of all relevant documents, including all papers served and claims made, but the omission so to so notify the applicable Indemnifying Party promptly of any such Indemnified Proceeding or incurrence or realization shall not relieve it (a) such Indemnifying Party from any liability that it otherwise may have to the such Indemnified Party under this ARTICLE 6 or otherwise, except, as to such [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Indemnifying Party’s liability under this ARTICLE 6, except to the extent that the Indemnifying Party is materially prejudiced and forfeits substantive rights and defenses by reason of such failure. In connection with any Claim as to which both the Indemnifying Party and the Indemnified Party are partiesextent, the Indemnifying Party shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim by the Indemnifying Party, the Indemnified Party shall have the right to employ separate legal counsel and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel but only to the Indemnified Party if (and only if): (i) the extent, that such Indemnifying Party shall have agreed to pay been prejudiced by such fees, costs and expenses, (ii) the Indemnified Party shall reasonably have concluded that representation of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Partyomission, or (iiib) the Indemnifying Party shall any other indemnitor from liability that it may have failed to employ legal counsel reasonably satisfactory to the any Indemnified Party within a reasonable period of time after notice of under the commencement of such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding sentence, the fees, costs and expenses of such legal counsel shall be borne exclusively by the Indemnified Party. Except as provided above, the Indemnifying Party shall not, in connection with any Claim in the same jurisdiction, be liable for the fees and expenses of more than one firm of counsel for the Indemnified Party (together with appropriate local counsel). The Indemnified Party shall not, without the prior written consent of the Indemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment that does not include an unconditional release of the Indemnifying Party from all liabilities with respect to such Claim or judgment or contain any admission of wrongdoingOperative Documents.

Notice of Claims. Promptly after receipt by a Person Any Buyer Group Member or Seller Group Member seeking indemnification pursuant to Section 3.1 or 3.2 hereunder (an the “Indemnified Party”) shall give promptly to the party obligated to provide indemnification to such Indemnified Party (the “Indemnitor”) a notice (a “Claim Notice”) describing in reasonable detail the facts giving rise to the claim for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of written notice computation of any investigation, the amount of such claim, proceeding and a reference to the provision of this Agreement or any other action agreement, document or instrument executed hereunder or in connection herewith upon which such claim is based; provided, however, that a Claim Notice in respect of any action at law or suit in equity by or against a third Person as to which indemnification will be sought shall be given promptly after the action or suit is being sought (eachcommenced. Failure to deliver a Claim Notice with respect to a claim in a timely manner shall not be deemed a waiver of the Indemnified Party’s right to indemnification hereunder for Losses and Expenses in connection with such claim; provided, a “Claim”), that the amount to which the Indemnified Party promptly is entitled shall notify be reduced by the Person against whom indemnification pursuant to Sections 3.1 and/or 3.2 is being sought (the “Indemnifying Party”) of the commencement thereof; but the omission to so notify the Indemnifying Party shall not relieve it from any liability that it otherwise may have to amount, if any, by which the Indemnified Party, except to ’s Losses and Expenses would have been less had the extent that the Indemnifying Party is materially prejudiced and forfeits substantive rights and defenses by reason of such failure. In connection with any Claim as to which both the Indemnifying Party and the Indemnified Party are parties, the Indemnifying Party shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim by the Indemnifying Party, the Indemnified Party shall have the right to employ separate legal counsel and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (i) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (ii) the Indemnified Party shall reasonably have concluded that representation of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (iii) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding sentence, the fees, costs and expenses of such legal counsel shall be borne exclusively by the Indemnified Party. Except as provided above, the Indemnifying Party shall not, in connection with any Claim in the same jurisdiction, be liable for the fees and expenses of more than one firm of counsel for the Indemnified Party (together with appropriate local counsel). The Indemnified Party shall not, without the prior written consent of the Indemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment that does not include an unconditional release of the Indemnifying Party from all liabilities with respect to such Claim or judgment or contain any admission of wrongdoingNotice been timely delivered.

Notice of Claims. Promptly after receipt by a Person seeking indemnification pursuant to Section 3.1 or 3.2 Any Party (an the “Indemnified Party”) seeking indemnification under this Article 11 shall give to the Party obligated to provide indemnification to such Indemnified Party (the “Indemnitor”) a notice (a “Claim Notice”) describing in reasonable detail the facts giving rise to any claim for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of written notice computation of any investigation, the amount of such claim, proceeding and a reference to the provision of this Lease Agreement or other action any agreement, document or instrument executed pursuant hereto or in connection herewith upon which such claim is based; provided, that a Claim Notice in respect of any action at law or suit in equity by or against a third person as to which indemnification will be sought shall be given promptly after the action or suit is being sought (eachcommenced; and provided, a “Claim”)further, the Indemnified Party promptly shall notify the Person against whom indemnification pursuant that failure to Sections 3.1 and/or 3.2 is being sought (the “Indemnifying Party”) of the commencement thereof; but the omission to so notify the Indemnifying Party give such timely notice shall not relieve it from any liability that it otherwise may have to the Indemnified Party, Indemnitor of its obligations hereunder except to the extent that the Indemnifying Party is materially it shall have been prejudiced and forfeits substantive rights and defenses by reason of such failure. In connection with After the giving of any Claim as Notice pursuant hereto, the amount of indemnification to which both the Indemnifying Party and the an Indemnified Party are parties, the Indemnifying Party shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim under this Article 11 shall be determined: (i) by the Indemnifying Party, written agreement between the Indemnified Party shall have the right to employ separate legal counsel and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (i) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, Indemnitor; or (ii) by a final judgment or decree of any court of competent jurisdiction. The judgment or decree of a court shall be deemed final when the Indemnified Party time for appeal, if any, shall reasonably have concluded that representation of expired and no appeal shall have been taken or when all appeals taken have been finally determined. The Parties shall proceed in the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel manner and subject to the Indemnified Party, potentially differing interests between such parties limitations in the conduct of the defense of such Claim, or if there may be legal defenses available this Article 11 with respect to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (iiiall matters covered by Sections 11(a) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding sentence, the fees, costs and expenses of such legal counsel shall be borne exclusively by the Indemnified Party. Except as provided above, the Indemnifying Party shall not, in connection with any Claim in the same jurisdiction, be liable for the fees and expenses of more than one firm of counsel for the Indemnified Party (together with appropriate local counsel11(b). The Indemnified Party shall not, without have the prior written consent burden of proof in establishing the Indemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry amount of any judgment that does not include an unconditional release of the Indemnifying Party from all liabilities with respect to such Claim or judgment or contain any admission of wrongdoingLosses and Expenses suffered by it.

Notice of Claims. Promptly after receipt by a Person (a) Any party seeking indemnification pursuant to Section 3.1 or 3.2 ---------------- hereunder (an “the "Indemnified Party”") shall give to the party obligated to provide ----------------- indemnification to such Indemnified Party (the "Indemnifying Party") a notice (a ------------------ "Claim Notice") describing in reasonable detail the facts giving rise to any ------------ claim for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of written notice computation of any investigation, the amount of such claim, proceeding and a reference to the provision of this Agreement or any other action agreement, document or instrument executed hereunder or in connection herewith upon which such claim is based; provided, that a Claim Notice in respect of any action at -------- law or suit in equity by or against a third party as to which indemnification will be sought shall be given promptly after the action or suit is being sought (eachcommenced; and provided, a “Claim”)further, the Indemnified Party promptly that failure to give such notice shall notify the Person against whom indemnification pursuant to Sections 3.1 and/or 3.2 is being sought (the “Indemnifying Party”) of the commencement thereof; but the omission to so notify not relieve the Indemnifying Party shall not relieve it from any liability that it otherwise may have to the Indemnified Party, of its obligations hereunder except to the extent that the Indemnifying Party is materially it shall have been prejudiced and forfeits substantive rights and defenses by reason of such failure. In connection with . (b) After the giving of any Claim as Notice pursuant hereto, the amount of indemnification to which both the Indemnifying Party and the an Indemnified Party are parties, the Indemnifying Party shall be entitled to assume under this Article XIII shall be determined: (i) by a written agreement between the defense thereof. Notwithstanding the assumption of the defense of any Claim by Indemnified Party and the Indemnifying Party; (ii) by a final judgment or resolution of an arbitrator or arbitration panel, or by a court of competent jurisdiction entering such a judgment; or (iii) by any other means to which the Indemnified Party shall have the right to employ separate legal counsel and to participate in the defense of such Claim, and the Indemnifying Party shall bear agree. The judgment or resolution of an arbitrator, arbitration panel or court shall be deemed final when the reasonable feestime for appeal, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (i) the Indemnifying Party any, shall have agreed to pay such fees, costs expired and expenses, (ii) the Indemnified Party shall reasonably have concluded that representation of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (iii) the Indemnifying Party no appeal shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding sentence, the fees, costs and expenses of such legal counsel been taken or when all appeals taken shall be borne exclusively by the Indemnified Party. Except as provided above, the Indemnifying Party shall not, in connection with any Claim in the same jurisdiction, be liable for the fees and expenses of more than one firm of counsel for the Indemnified Party (together with appropriate local counsel). The Indemnified Party shall not, without the prior written consent of the Indemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment that does not include an unconditional release of the Indemnifying Party from all liabilities with respect to such Claim or judgment or contain any admission of wrongdoinghave been finally determined.

Notice of Claims. Promptly after receipt by a Person (a) Any party seeking indemnification pursuant to Section 3.1 or 3.2 (an “Indemnified Party”) of written notice of any investigation, claim, proceeding or other action in respect of which indemnification is being sought (each, a “Claim”), the Indemnified Party promptly shall notify the Person against whom indemnification pursuant to Sections 3.1 and/or 3.2 is being sought hereunder (the “Indemnifying PartyIndemnitee”) shall give promptly to the party obligated to provide indemnification to such Indemnitee (the “Indemnitor”) (it being understood, however, that where the Sellers would otherwise be Indemnified Parties or Indemnitors, all references to such term as used in the procedural provisions of this Section 6.5 shall instead refer to the Company) a written notice (a “Claim Notice”) describing in reasonable detail the facts giving rise to the claim for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of computation of the commencement thereofamount of such claim, and a reference to the provision of this Agreement or any other agreement, document or instrument executed hereunder or in connection herewith upon which such claim is based; but provided, however, that the omission failure of any Indemnitee to so notify give the Indemnifying Party Claim Notice promptly as required by this Section 6.5(a) shall not relieve it from any liability that it otherwise may have to the Indemnified Party, affect such Indemnitee’s rights under this ARTICLE VI except to the extent that such failure is prejudicial to the Indemnifying Party is materially prejudiced and forfeits substantive rights and defenses by reason obligations of such failure. In connection with the Indemnitor. (b) After the giving of any Claim as Notice pursuant hereto, the amount of indemnification to which both the Indemnifying Party and the Indemnified Party are parties, the Indemnifying Party an Indemnitee shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim by the Indemnifying Party, the Indemnified Party under this ARTICLE VI shall have the right to employ separate legal counsel and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): be determined: (i) by the Indemnifying Party shall have agreed to pay such fees, costs written agreement between the Indemnitee and expenses, the Indemnitor; (ii) the Indemnified Party shall reasonably have concluded that representation of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties binding arbitration in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, accordance with Section 8.8; or (iii) by any other means to which the Indemnifying Party Indemnitee and the Indemnitor shall agree. The Indemnitee shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period burden of time after notice proof in establishing the amount of the commencement of such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding sentence, the fees, costs and expenses of such legal counsel shall be borne exclusively Losses suffered by the Indemnified Party. Except as provided above, the Indemnifying Party shall not, in connection with any Claim in the same jurisdiction, be liable for the fees and expenses of more than one firm of counsel for the Indemnified Party (together with appropriate local counsel). The Indemnified Party shall not, without the prior written consent of the Indemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment that does not include an unconditional release of the Indemnifying Party from all liabilities with respect to such Claim or judgment or contain any admission of wrongdoingit.

Notice of Claims. Promptly after receipt by a Person seeking indemnification pursuant to Section 3.1 or 3.2 (an a) Either of the Seller on one hand, and the Purchaser on the other (each, the “Indemnified Party”) of written notice of any investigation, claim, proceeding or other action in respect of which seeking indemnification is being sought (each, a “Claim”), hereunder shall give to the party obligated to provide indemnification to such Indemnified Party promptly shall notify the Person against whom indemnification pursuant to Sections 3.1 and/or 3.2 is being sought (the “Indemnifying PartyIndemnitor”) a notice (a “Claim Notice”) describing in reasonable detail the facts giving rise to any claim for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of computation of the commencement thereof; amount of such claim and a reference to the provision of this Agreement or any other agreement, document, or instrument executed hereunder or in connection herewith upon which such claim is based. A Claim Notice shall be given promptly after the action or suit is commenced, but the omission failure to so notify the Indemnifying Party give such notice shall not relieve it from any liability that it otherwise may have to the Indemnified Party, Indemnitor of its obligations hereunder except to the extent that the Indemnifying Party is materially Indemnitor shall have been prejudiced and forfeits substantive rights and defenses by reason of such failure. In connection with . (b) After the giving of any Claim as Notice pursuant hereto, subject to the terms and conditions contained herein, the amount of indemnification to which both an Indemnified Party shall be entitled under this Section 10 shall be determined: (i) by written agreement between the Indemnifying Indemnified Party and the Indemnitor; (ii) by a final judgment or decree of any court of competent jurisdiction; or (iii) by any other means to which the Indemnified Party are partiesand the Indemnitor shall agree in writing. The judgment or decree of a court shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. The Indemnified Party shall have the burden of proof in establishing the amount of Losses and Expenses suffered by it. (c) In calculating any Losses or Expenses there shall be deducted any insurance recovery in respect thereof (and to the extent permitted by the applicable insurance policy, the Indemnifying Indemnified Party shall waive all rights of subrogation of any insurer). Any Indemnified Party shall be entitled to assume receive indemnification in respect of any Losses or Expenses before the defense thereof. Notwithstanding the assumption receipt of the defense proceeds of any Claim by the Indemnifying Partyavailable insurance claim, provided that the Indemnified Party shall have the right to employ separate legal counsel and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel promptly pay over to the Indemnified Party if (and only if): (i) Indemnitor any insurance proceeds relating to the Indemnifying Party shall have agreed Losses or Expenses with respect to pay such fees, costs and expenses, (ii) which the Indemnified Party shall reasonably have concluded that representation of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to Indemnitor has previously indemnified the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (iii) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding sentence, the fees, costs and expenses of such legal counsel shall be borne exclusively by the Indemnified Party. Except as provided above, the Indemnifying Party shall not, in connection with any Claim in the same jurisdiction, be liable for the fees and expenses of more than one firm of counsel for the Indemnified Party (together with appropriate local counsel). The Indemnified Party shall not, without the prior written consent of the Indemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment that does not include an unconditional release of the Indemnifying Party from all liabilities with respect to such Claim or judgment or contain any admission of wrongdoing.

Notice of Claims. Promptly after receipt by a Person seeking (a) In the event Purchaser or Seller seeks indemnification pursuant to Section 3.1 or 3.2 hereunder (such Party, an “Indemnified Party”) of written notice of any investigation, claim, proceeding or other action in respect of which such Party shall give promptly to the Party obligated to provide indemnification is being sought (each, a “Claim”), the to such Indemnified Party promptly shall notify the Person against whom indemnification pursuant to Sections 3.1 and/or 3.2 is being sought (the “Indemnifying PartyIndemnitor”) a written notice (a “Claim Notice”) describing in reasonable detail the facts giving rise to the claim for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of computation of the commencement thereofamount of such claim, and a reference to the provision of this Agreement or any other agreement, document or instrument executed hereunder or in connection herewith upon which such claim is based; but provided, however, that the omission failure of any Indemnified Party to so notify give the Indemnifying Party Claim Notice promptly as required by this Section 10.3 shall not relieve it from any liability that it otherwise may have to the affect such Indemnified Party, ’s rights under this Article X except to the extent that such failure is actually prejudicial to the Indemnifying Party is materially prejudiced and forfeits substantive rights and defenses by reason Indemnitor’s defense of such failure. In connection with claim. (b) After the giving of any Claim as Notice pursuant hereto, the amount of indemnification to which both the Indemnifying Party and the an Indemnified Party are parties, the Indemnifying Party shall be entitled to assume under this Article X shall be determined: (i) by written agreement between the defense thereof. Notwithstanding Indemnified Party and the assumption of the defense Indemnitor; (ii) by a final judgment or decree of any Claim court of competent jurisdiction; or (iii) by any other means to which the Indemnifying PartyIndemnified Party and the Indemnitor shall agree in writing. The judgment or decree of a court shall be deemed final when the time for appeal, the if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. The Indemnified Party shall have the right to employ separate legal counsel and to participate burden of proof in establishing the defense amount of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel Losses suffered by it. All amounts due to the Indemnified Party if (and only if): (i) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (ii) the Indemnified Party shall reasonably have concluded that representation of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably so finally determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (iii) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding sentence, the fees, costs and expenses of such legal counsel shall be borne exclusively paid by the Indemnified Party. Except as provided above, the Indemnifying Party shall not, in connection with any Claim in the same jurisdiction, be liable for the fees and expenses of more than one firm of counsel for the Indemnified Party wire transfer within thirty (together with appropriate local counsel). The Indemnified Party shall not, without the prior written consent of the Indemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment that does not include an unconditional release of the Indemnifying Party from all liabilities with respect to 30) days after such Claim or judgment or contain any admission of wrongdoingfinal determination.

Notice of Claims. Promptly after receipt by If a Person seeking indemnification pursuant to Section 3.1 Cypress Indemnitee or 3.2 a SunPower Indemnitee (an “Indemnified Party”as applicable) of written notice shall receive notice, or otherwise become aware, of any investigation, claim, proceeding claim or other action in respect of which indemnification is being sought the commencement by any such Person of any Action (eacheach such case, a “Third Party Claim”)) with respect to which an Indemnifying Party may be obligated to provide indemnification to an Indemnitee pursuant to this Agreement or any other Ancillary Agreement, Cypress and SunPower (as applicable) shall ensure that such Indemnitee shall give such Indemnifying Party written notice thereof as soon as practicable and, in any event, within fifteen (15) days after becoming aware of such Third Party Claim. Any such notice shall (i) describe the Third Party Claim in reasonable detail and, if known, the Indemnified estimated damages resulting from such Third Party promptly Claim incurred or reasonably expected to be incurred by the Indemnitee and (ii) explain in reasonable detail the basis for the claim by Indemnitee for indemnification to the extent of facts then known by the Indemnitee. In addition, such written notice shall notify be accompanied by copies of correspondence with third parties or other documentation necessary to understand the Person against whom claim for indemnification pursuant to Sections 3.1 and/or 3.2 is being sought (the “Indemnifying Party”) extent applicable and then in the possession of the commencement thereof; but Indemnitee. Notwithstanding the omission foregoing, the delay or failure of any Indemnitee or other Person to so notify the Indemnifying Party give notice as provided in this Section 1.5(a) shall not relieve it from any liability that it otherwise may have to the Indemnified Partyrelevant Indemnifying Party of its obligations under this Article I, except to the extent that the such Indemnifying Party is materially prejudiced and forfeits substantive rights and defenses by reason of such failure. In connection with any Claim as delay or failure to which both the Indemnifying Party and the Indemnified Party are parties, the Indemnifying Party shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim by the Indemnifying Party, the Indemnified Party shall have the right to employ separate legal counsel and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (i) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (ii) the Indemnified Party shall reasonably have concluded that representation of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (iii) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding sentence, the fees, costs and expenses of such legal counsel shall be borne exclusively by the Indemnified Party. Except as provided above, the Indemnifying Party shall not, in connection with any Claim in the same jurisdiction, be liable for the fees and expenses of more than one firm of counsel for the Indemnified Party (together with appropriate local counsel). The Indemnified Party shall not, without the prior written consent of the Indemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment that does not include an unconditional release of the Indemnifying Party from all liabilities with respect to such Claim or judgment or contain any admission of wrongdoinggive notice.

Notice of Claims. Promptly after receipt by a Person (a) Any party (the "Indemnified Party") seeking indemnification pursuant under this Article X shall give to Section 3.1 the party obligated to provide indemnification to such Indemnified Party (the "Indemnitor") a notice (a "Claim Notice") describing in reasonable detail the facts giving rise to any claim for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or 3.2 (an “Indemnified Party”) the method of written notice computation of any investigation, the amount of such claim, proceeding and a reference to the provision of this Agreement or other action any agreement, document or instrument executed pursuant hereto or in connection herewith upon which such claim is based; provided, that a Claim Notice in respect of any action at law or suit in equity by or against a third Person as to which indemnification will be sought shall be given promptly after the action or suit is being sought (each, a “Claim”), the Indemnified Party promptly shall notify the Person against whom indemnification pursuant commenced; provided further that failure to Sections 3.1 and/or 3.2 is being sought (the “Indemnifying Party”) of the commencement thereof; but the omission to so notify the Indemnifying Party give such notice shall not relieve it from any liability that it otherwise may have to the Indemnified Party, Indemnitor of its obligations hereunder except to the extent that the Indemnifying Party is materially it shall have been prejudiced and forfeits substantive rights and defenses by reason of such failure. In connection with . (b) Subject to Section 10.4, after the giving of any Claim as Notice pursuant hereto, the amount of indemnification to which both the Indemnifying Party and the an Indemnified Party are parties, the Indemnifying Party shall be entitled to assume under this Article X shall be determined: (i) by the defense thereof. Notwithstanding written agreement between the assumption of Indemnified Party and the defense Indemnitor; or (ii) by a final judgment or decree of any Claim by court of competent jurisdiction. The judgment or decree of a court shall be deemed final when the Indemnifying Partytime for appeal, the if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. The Indemnified Party shall have the right to employ separate legal counsel burden of proof in establishing the amount of Losses and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (i) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (ii) the Indemnified Party shall reasonably have concluded that representation of the Indemnified Party Expenses suffered by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (iii) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding sentence, the fees, costs and expenses of such legal counsel shall be borne exclusively by the Indemnified Party. Except as provided above, the Indemnifying Party shall not, in connection with any Claim in the same jurisdiction, be liable for the fees and expenses of more than one firm of counsel for the Indemnified Party (together with appropriate local counsel). The Indemnified Party shall not, without the prior written consent of the Indemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment that does not include an unconditional release of the Indemnifying Party from all liabilities with respect to such Claim or judgment or contain any admission of wrongdoingit.

Notice of Claims. Promptly after receipt by a Person seeking indemnification pursuant to Section 3.1 or 3.2 (an “Indemnified Party”) of written notice of any investigation, claim, proceeding or other action in respect of which indemnification is being sought (each, a “Claim”), the Any Indemnified Party promptly that proposes to assert a right to be indemnified under this ARTICLE 6 shall notify the Person against whom indemnification pursuant to Sections 3.1 and/or 3.2 is being sought Licensor or Symphony Allegro, as applicable (the “Indemnifying Party”), promptly after receipt of notice of commencement of any action, suit or proceeding against such Indemnified Party (an “Indemnified Proceeding”) in respect of which a claim is to be made under this ARTICLE 6, or the incurrence or realization of any Loss in respect of which a claim is to be made under this ARTICLE 6, of the commencement thereof; of such Indemnified Proceeding or of such incurrence or realization, enclosing a copy of all relevant documents, including all papers served and claims made, but the omission so to so notify the applicable Indemnifying Party promptly of any such Indemnified Proceeding or incurrence or realization shall not relieve it (a) such Indemnifying Party from any liability that it otherwise may have to the such Indemnified Party under this ARTICLE 6 or otherwise, except, as to such Indemnifying Party’s liability under this ARTICLE 6, except to the extent that the Indemnifying Party is materially prejudiced and forfeits substantive rights and defenses by reason of such failure. In connection with any Claim as to which both the Indemnifying Party and the Indemnified Party are partiesextent, the Indemnifying Party shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim by the Indemnifying Party, the Indemnified Party shall have the right to employ separate legal counsel and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel but only to the Indemnified Party if (and only if): (i) the extent, that such Indemnifying Party shall have agreed been prejudiced by such omission, or [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to pay such fees, costs and expenses, (ii) the Indemnified Party shall reasonably have concluded that representation Rule 24b-2 of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual orSecurities Exchange Act of 1934, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (iii) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding sentence, the fees, costs and expenses of such legal counsel shall be borne exclusively by the Indemnified Party. Except as provided above, the Indemnifying Party shall not, in connection with any Claim in the same jurisdiction, be liable for the fees and expenses of more than one firm of counsel for the Indemnified Party (together with appropriate local counsel). The Indemnified Party shall not, without the prior written consent of the Indemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment that does not include an unconditional release of the Indemnifying Party from all liabilities with respect to such Claim or judgment or contain any admission of wrongdoingamended.

Notice of Claims. Promptly after receipt by If either a Person seeking indemnification pursuant Purchaser Indemnified Party, on the one hand, or a Seller Indemnified Party, on the other hand (such Purchaser Indemnified Party on the one hand and such Seller Indemnified Party on the other hand being hereinafter referred to Section 3.1 or 3.2 (as an “Indemnified Party”) of written notice of ), has suffered or incurred any investigation, claim, proceeding or other action in respect of Losses for which indemnification is being may be sought (each, a “Claim”)under this Section 8, the Indemnified Party promptly shall so notify the Person against other party from whom indemnification pursuant to Sections 3.1 and/or 3.2 is being sought under this Section 8 (the “Indemnifying Party”) promptly in writing describing such Loss, the amount or estimated amount thereof, if known or reasonably capable of estimation, and the commencement thereof; but method of computation of such Loss, all with reasonable particularity and containing a reference to the omission provisions of this Agreement or the Related Document, as applicable, in respect of which such Loss shall have occurred. If any claim, action, suit or proceeding is asserted or instituted by or against a third party with respect to so which an Indemnified Party intends to claim any Loss under this Section 8.3, such Indemnified Party shall promptly notify the Indemnifying Party of such claim, action, suit or proceeding and tender to the Indemnifying Party the defense of such claim, action, suit or proceeding. A failure by an Indemnified Party to give notice and to tender the defense of such claim, action, suit or proceeding in a timely manner pursuant to this Section 8.2 shall not relieve it from any liability that it otherwise may have to limit the Indemnified Partyobligation of the Indemnifying Party under this Section 8, except to the extent that the such Indemnifying Party is materially actually prejudiced and forfeits substantive rights and defenses by reason of such failure. In connection with any Claim as to which both the Indemnifying Party and the Indemnified Party are parties, the Indemnifying Party shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim by the Indemnifying Party, the Indemnified Party shall have the right to employ separate legal counsel and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (i) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (ii) the Indemnified Party shall reasonably have concluded that representation of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (iii) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding sentence, the fees, costs and expenses of such legal counsel shall be borne exclusively by the Indemnified Party. Except as provided above, the Indemnifying Party shall not, in connection with any Claim in the same jurisdiction, be liable for the fees and expenses of more than one firm of counsel for the Indemnified Party (together with appropriate local counsel). The Indemnified Party shall not, without the prior written consent of the Indemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment that does not include an unconditional release of the Indemnifying Party from all liabilities with respect to such Claim or judgment or contain any admission of wrongdoingthereby.

Notice of Claims. Promptly after receipt by a Person (a) Any party seeking indemnification pursuant hereunder (the "INDEMNIFIED PARTY") shall give promptly to Section 3.1 the party obligated to provide indemnification to such Indemnified Party (the "INDEMNITOR") a written notice (a "CLAIM NOTICE") describing in reasonable detail the facts giving rise to the claim for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or 3.2 (an “the method of computation of the amount of such claim, and a reference to the provision of this Agreement or any other agreement, document or instrument executed hereunder or in connection herewith upon which such claim is based; PROVIDED, HOWEVER, that the failure of any Indemnified Party to give the Claim Notice promptly as required by this SECTION 9.3(a) shall not affect such Indemnified Party”) of written notice of any investigation, claim, proceeding or other action in respect of which indemnification is being sought (each, a “Claim”), the Indemnified Party promptly shall notify the Person against whom indemnification pursuant to Sections 3.1 and/or 3.2 is being sought (the “Indemnifying Party”) of the commencement thereof; but the omission to so notify the Indemnifying Party shall not relieve it from any liability that it otherwise may have to the Indemnified Party, 's rights under this SECTION 9 except to the extent that such failure is actually prejudicial to the Indemnifying Party is materially prejudiced and forfeits substantive rights and defenses by reason obligations of such failure. In connection with the Indemnitor. (b) After the giving of any Claim as Notice pursuant hereto, the amount of indemnification to which both the Indemnifying Party and the an Indemnified Party are parties, the Indemnifying Party shall be entitled to assume under this SECTION 9 shall be determined: (i) by the defense thereof. Notwithstanding written agreement between the assumption of Indemnified Party and the defense Indemnitor; (ii) by a final judgment or decree of any Claim court of competent jurisdiction; or (iii) by any other means to which the Indemnifying PartyIndemnified Party and the Indemnitor shall agree. The judgment or decree of a court shall be deemed final when the time for appeal, the if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. The Indemnified Party shall have the right to employ separate legal counsel burden of proof in establishing the amount of Liabilities and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel Expenses suffered by it. All amounts due to the Indemnified Party if (and only if): (i) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (ii) the Indemnified Party shall reasonably have concluded that representation of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably so finally determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (iii) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding sentence, the fees, costs and expenses of such legal counsel shall be borne exclusively paid by the Indemnified Partywire transfer within thirty (30) calendar days after such final determination. Except as provided above, the Indemnifying Party shall not, in connection with any Claim in the same jurisdiction, be liable for the fees and expenses of more than one firm of counsel for the Indemnified Party (together with appropriate local counsel). The Indemnified Party shall not, without the prior written consent of the Indemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment that does not include an unconditional release of the Indemnifying Party from all liabilities with respect to such Claim or judgment or contain any admission of wrongdoingnotice.

Notice of Claims. Promptly after receipt by a Person (a) Any party seeking indemnification pursuant hereunder shall give to Section 3.1 or 3.2 the party obligated to provide indemnification to such Indemnified Party (an the “Indemnified PartyIndemnitor”) a notice (a “Claim Notice”) describing in reasonable detail the facts giving rise to any claim for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of written notice computation of any investigation, the amount of such claim, proceeding and a reference to the provision of this Agreement or any other action agreement, document or instrument executed hereunder or in connection herewith upon which such claim is based; provided, that (i) a Claim Notice in respect of any action at law or suit in equity by or against a third Person as to which indemnification will be sought shall be given promptly after the action or suit is being sought commenced; and (each, a “Claim”), the Indemnified Party promptly shall notify the Person against whom indemnification pursuant ii) failure to Sections 3.1 and/or 3.2 is being sought (the “Indemnifying Party”) of the commencement thereof; but the omission to so notify the Indemnifying Party give such notice shall not relieve it from any liability that it otherwise may have to the Indemnified Party, Indemnitor of its obligations hereunder except to the extent that the Indemnifying Party is materially it shall have been prejudiced and forfeits substantive rights and defenses by reason of such failure. In connection with . (b) After the giving of any Claim as Notice pursuant hereto, the amount of indemnification to which both the Indemnifying Party and the an Indemnified Party are parties, the Indemnifying Party shall be entitled to assume under this Article X shall be determined: (i) by the defense thereof. Notwithstanding written agreement between the assumption of Indemnified Party and the defense Indemnitor; (ii) by a final judgment or decree of any Claim court of competent jurisdiction; or (iii) by any other means to which the Indemnifying PartyIndemnified Party and the Indemnitor shall agree. The judgment or decree of a court shall be deemed final when the time for appeal, the if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. The Indemnified Party shall have the right to employ separate legal counsel burden of proof in establishing the amount of Loss and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (i) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (ii) the Indemnified Party shall reasonably have concluded that representation of the Indemnified Party Expense suffered by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (iii) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding sentence, the fees, costs and expenses of such legal counsel shall be borne exclusively by the Indemnified Party. Except as provided above, the Indemnifying Party shall not, in connection with any Claim in the same jurisdiction, be liable for the fees and expenses of more than one firm of counsel for the Indemnified Party (together with appropriate local counsel). The Indemnified Party shall not, without the prior written consent of the Indemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment that does not include an unconditional release of the Indemnifying Party from all liabilities with respect to such Claim or judgment or contain any admission of wrongdoingit.

Notice of Claims. Promptly after receipt by a Person seeking indemnification pursuant If an Indemnified Party believes that it has suffered or incurred any Loss or Expense and is entitled to Section 3.1 or 3.2 (indemnity from an “Indemnified Party”) of written notice of any investigation, claim, proceeding or other action in respect of which indemnification is being sought (each, a “Claim”)Indemnifying Party under this Agreement, the Indemnified Party promptly shall notify the Person against whom indemnification pursuant to Sections 3.1 and/or 3.2 is being sought (the “Indemnifying Party”) of the commencement thereof; but the omission to so notify the Indemnifying Party shall not relieve it from promptly in writing describing such Loss or Expense, the amount thereof, if known, and the method of computation of such Loss or Expense. If any action at law or suit in equity is instituted by or against a third party with respect to which any Indemnified Party intends to claim any liability that it otherwise may have to the or expense as Loss or Expense under this Agreement, any such Indemnified Party, except to the extent that Party shall promptly notify the Indemnifying Party is materially prejudiced and forfeits substantive rights and defenses by reason of such failureaction or suit. In connection with any Claim as The amount to which both the Indemnifying Party and the an Indemnified Party are parties, the Indemnifying Party shall be entitled to assume under this Agreement shall be determined: (i) by the defense thereof. Notwithstanding written agreement between the assumption Indemnified Party and the Indemnifying Party (ii) by a final judgment, decree, decision or award of any court, arbitration board or administrative agency of competent jurisdiction, (iii) by a settlement of the defense claim or (iv) by any other means to which the Indemnified Party shall agree. The judgment or decree of any Claim by a court shall be deemed final when the Indemnifying Partytime for appeal, the if any, shall have expired and no appeal shall have been taken or when all appeals taken have been finally determined. The Indemnified Party shall have the right to employ separate legal counsel and to participate burden of proof in establishing the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (i) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (ii) the Indemnified Party shall reasonably have concluded that representation amount of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (iii) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding sentence, the fees, costs Loss and expenses of such legal counsel shall be borne exclusively Expense suffered by the Indemnified Party. Except as provided above, the Indemnifying Party shall not, in connection with any Claim in the same jurisdiction, be liable for the fees and expenses of more than one firm of counsel for the Indemnified Party (together with appropriate local counsel). The Indemnified Party shall not, without the prior written consent of the Indemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment that does not include an unconditional release of the Indemnifying Party from all liabilities with respect to such Claim or judgment or contain any admission of wrongdoing.

Notice of Claims. Promptly after receipt by a Person (i) Any Indemnified Party seeking indemnification pursuant hereunder shall give promptly (and, in any event, within the applicable periods set forth in Section 9.1) to Section 3.1 or 3.2 the party obligated to provide indemnification to such Indemnified Party (an “Indemnified PartyIndemnitor”) of a written notice of any investigation, claim, proceeding or other action in respect of which indemnification is being sought (each, a “Claim”), the Indemnified Party promptly shall notify the Person against whom indemnification pursuant to Sections 3.1 and/or 3.2 is being sought (the “Indemnifying PartyNotice of Claim”) describing in reasonable detail the facts giving rise to the claim for indemnification hereunder and shall include in such Notice of Claim (if then known) the amount or the method of computation of the commencement thereofamount of such claim, and a reference to the provision of this Agreement upon which such claim is based; but provided, however, that the omission failure of any Indemnified Party to so notify give the Indemnifying Party Claim Notice promptly as required by this Section 9.3(a) shall not relieve it from any liability that it otherwise may have to the affect such Indemnified Party, ’s rights under this ARTICLE IX except to the extent that (x) such failure is actually prejudicial to the Indemnifying Party is materially prejudiced and forfeits substantive rights and defenses by reason obligations of the Indemnitor or (y) such failure. In connection with Notice of Claim is delivered after the expiration of the applicable periods set forth in Section 9.1. (ii) After the giving of any Claim as Notice pursuant hereto, the amount of indemnification to which both the Indemnifying Party and the an Indemnified Party are parties, the Indemnifying Party shall be entitled to assume under this ARTICLE IX shall be determined: (i) by the defense thereof. Notwithstanding written agreement between the assumption of Indemnified Party and the defense Indemnitor; (ii) by a final judgment or decree of any Claim court of competent jurisdiction; or (iii) by any other means to which the Indemnifying PartyIndemnified Party and the Indemnitor shall agree. The judgment or decree of a court shall be deemed final when the time for appeal, the if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. The Indemnified Party shall have the right to employ separate legal counsel and to participate burden of proof in establishing the defense amount of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel Losses suffered by it. All amounts due to the Indemnified Party if (and only if): (i) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (ii) the Indemnified Party shall reasonably have concluded that representation of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably so finally determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (iii) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding sentence, the fees, costs and expenses of such legal counsel shall be borne exclusively paid by the Indemnified Party. Except as provided above, the Indemnifying Party shall not, in connection with any Claim in the same jurisdiction, be liable for the fees and expenses of more than one firm of counsel for the Indemnified Party wire transfer within thirty (together with appropriate local counsel). The Indemnified Party shall not, without the prior written consent of the Indemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment that does not include an unconditional release of the Indemnifying Party from all liabilities with respect to 30) days after such Claim or judgment or contain any admission of wrongdoingfinal determination.

Notice of Claims. Promptly after receipt by a Person (a) Any Shareholder Indemnitee or Buyer Indemnitee seeking indemnification pursuant to Section 3.1 or 3.2 hereunder (an the “Indemnified Party”) of written notice of any investigation, claim, proceeding or other action in respect of which shall give promptly to the Party obligated to provide indemnification is being sought (each, a “Claim”), the to such Indemnified Party promptly shall notify the Person against whom indemnification pursuant to Sections 3.1 and/or 3.2 is being sought (the “Indemnifying PartyIndemnitor”) (it being understood, however, that where the Shareholders would otherwise be Indemnified Parties or Indemnitors, all references to such term as used in the procedural provisions of this Section 10.4(a) and in Section 10.4(b) shall instead refer to the Shareholders) a written notice (a “Claim Notice”) describing in reasonable detail the facts giving rise to the claim for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of computation of the commencement thereofamount of such claim, and a reference to the provision of this Agreement or any other agreement, document or instrument executed hereunder or in connection herewith upon which such claim is based; but provided, however, that the omission failure of any Indemnified Party to so notify give the Indemnifying Party Claim Notice promptly as required by this Section 10.4(a) shall not relieve it from any liability that it otherwise may have to the affect such Indemnified Party, ’s rights under this Article 10 except to the extent that such failure is actually prejudicial to the Indemnifying Party is materially prejudiced and forfeits substantive rights and defenses by reason obligations of such failure. In connection with the Indemnitor. (b) After the giving of any Claim as Notice pursuant hereto, the amount of indemnification to which both the Indemnifying Party and the an Indemnified Party are parties, the Indemnifying Party shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim under this Article 10 shall be determined: (i) by the Indemnifying Party, written agreement between the Indemnified Party and the Indemnitor; (ii) by a final judgment or decree of any court of competent jurisdiction; or (iii) by any other means to which the Indemnified Party and the Indemnitor shall agree. The judgment or decree of a court shall be deemed final when the time for appeal, if any, shall have the right to employ separate legal counsel expired and to participate in the defense of such Claim, and the Indemnifying Party no appeal shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel have been taken or when all appeals taken shall have been finally determined. All amounts due to the Indemnified Party if (and only if): (i) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (ii) the Indemnified Party shall reasonably have concluded that representation of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably so finally determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (iii) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding sentence, the fees, costs and expenses of such legal counsel shall be borne exclusively paid by the Indemnified Party. Except as provided above, the Indemnifying Party shall not, in connection with any Claim in the same jurisdiction, be liable for the fees and expenses of more than one firm of counsel for the Indemnified Party wire transfer within five (together with appropriate local counsel). The Indemnified Party shall not, without the prior written consent of the Indemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment that does not include an unconditional release of the Indemnifying Party from all liabilities with respect to 5) Business Days after such Claim or judgment or contain any admission of wrongdoingfinal determination.

Notice of Claims. Promptly after receipt by a Person (a) Any Buyer Group Member or Seller Group Member seeking indemnification pursuant to Section 3.1 or 3.2 hereunder (an the “Indemnified Party”) of written notice of any investigation, claim, proceeding or other action in respect of which shall give promptly to the party obligated to provide indemnification is being sought (each, a “Claim”), the to such Indemnified Party promptly shall notify the Person against whom indemnification pursuant to Sections 3.1 and/or 3.2 is being sought (the “Indemnifying PartyIndemnitor”) a written notice (a “Claim Notice”) describing in reasonable detail the facts giving rise to the claim for indemnification hereunder and shall include in such Claim Notice the amount or the method of computation of the commencement thereof; but amount of such claim, and a reference to the omission provision of this Agreement upon which such claim is based. The failure of any Indemnified Party to so notify give the Indemnifying Party Claim Notice promptly as required by this Section 10.3 shall not relieve it from any liability that it otherwise may have to the affect such Indemnified Party, ’s rights under this Article X except to the extent that such failure is actually prejudicial to the Indemnifying Party is materially prejudiced and forfeits substantive rights and defenses by reason obligations of such failure. In connection with the Indemnitor. (b) After the giving of any Claim as Notice pursuant hereto, the amount of indemnification to which both the Indemnifying Party and the an Indemnified Party are parties, the Indemnifying Party shall be entitled to assume under this Article X shall be determined: (i) by the defense thereof. Notwithstanding written agreement between the assumption of Indemnified Party and the defense Indemnitor; (ii) by a final judgment or decree of any Claim court of competent jurisdiction; or (iii) by any other means to which the Indemnifying PartyIndemnified Party and the Indemnitor shall agree. The judgment or decree of a court shall be deemed final when the time for appeal, the if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. The Indemnified Party shall have the right to employ separate legal counsel burden of proof in establishing the amount of Losses and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (i) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (ii) the Indemnified Party shall reasonably have concluded that representation of the Indemnified Party Expenses suffered by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (iii) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding sentence, the fees, costs and expenses of such legal counsel shall be borne exclusively by the Indemnified Party. Except as provided above, the Indemnifying Party shall not, in connection with any Claim in the same jurisdiction, be liable for the fees and expenses of more than one firm of counsel for the Indemnified Party (together with appropriate local counsel). The Indemnified Party shall not, without the prior written consent of the Indemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment that does not include an unconditional release of the Indemnifying Party from all liabilities with respect to such Claim or judgment or contain any admission of wrongdoingit.

Notice of Claims. Promptly after receipt by If a Claim is asserted against a Person seeking indemnification pursuant to Section 3.1 for which a Party may have an obligation of indemnity under this Article 4 or 3.2 elsewhere under this Agreement (an “Indemnified Party”) of written notice of any investigation, claim, proceeding or other action in respect of which indemnification is being sought (each, a “Indemnity Claim”), the Indemnified indemnified Person shall give the indemnifying Party promptly shall notify the Person against whom indemnification pursuant to Sections 3.1 and/or 3.2 is being sought (the “Indemnifying Party”) written notice of the commencement thereof; but underlying Claim setting forth the omission particulars associated with the underlying Claim (including a copy of the written underlying Claim, if any) as then known by the indemnified Person (“Indemnity Claim Notice”). For Indemnity Claims with respect to so notify which the Indemnifying Party threshold limitation in Section 4.4 applies, an Indemnity Claim shall not relieve it from any liability that it otherwise may be deemed to have been made upon the indemnified Person’s providing an initial Indemnity Claim Notice to the Indemnified Partyindemnifying Party stating that the Claim underlying the Indemnity Claim could reasonably be expected to exceed the Threshold Amount. The indemnified Person shall, except to the extent that practicable, give an Indemnity Claim Notice within such time as will allow the Indemnifying indemnifying Party is materially prejudiced and forfeits substantive rights and defenses by reason of such failure. In connection with any Claim as to which both the Indemnifying Party and the Indemnified Party are parties, the Indemnifying Party shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim by the Indemnifying Party, the Indemnified Party shall have the right to employ separate legal counsel and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (i) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (ii) the Indemnified Party shall reasonably have concluded that representation of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (iii) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice in which to evaluate and timely respond to the underlying Claim; provided, however, that (a) failure to do so shall not affect an indemnified Person’s rights hereunder except for, and only to the extent of, any incremental increase in the cost of the commencement of such Claim. If Indemnity Claim resulting from the Indemnified Party employs separate legal counsel in circumstances other than as described in failure to give notice; and (b) the preceding sentence, the fees, costs and expenses of such legal counsel shall be borne exclusively by the Indemnified Party. Except as provided above, the Indemnifying Party shall not, in connection with any Claim in the same jurisdiction, be liable for the fees and expenses of more than one firm of counsel for the Indemnified Party (together with appropriate local counsel). The Indemnified Party shall not, without the prior written consent of the Indemnifying Party (which consent foregoing shall not unreasonably be withheldextend the time period set forth in Section 4.4(a) (if applicable to the Claim), settle or compromise any but if an Indemnity Claim or consent Notice is given to an indemnifying Party within the entry of any judgment that does not include an unconditional release of the Indemnifying Party from all liabilities applicable time period (if any) with respect to such Claim set forth in Section 4.4(a), such Indemnity Claim Notice shall be effective, subject to the other limitations in Section 4.4 (if applicable), as to costs and expenses incurred or judgment or contain suffered after the expiration of any admission of wrongdoingsuch time period, with respect to the matter described in such Indemnity Claim Notice.

Notice of Claims. Promptly after receipt by a Person (a) Any Party seeking indemnification pursuant to Section 3.1 or 3.2 under this Article 6 (an the “Indemnified Party”) of shall give to the Party obligated to provide indemnification to such Indemnified Party (the “Indemnitor”) a written notice (a “Claim Notice”) describing in reasonable detail the facts giving rise to any claim for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of any investigation, computation of the amount of such claim, proceeding and a reference to the provision of this Agreement or any other action agreement, document or instrument executed hereunder or in connection herewith upon which such claim is based; provided, however, that a Claim Notice in respect of which indemnification is being sought (each, any action at law or suit in equity by or against a “Claim”), the Indemnified Party promptly shall notify the third Person against whom indemnification pursuant to Sections 3.1 and/or 3.2 is being sought (the “Indemnifying Party”) of the commencement thereof; but the omission to so notify the Indemnifying Party shall not relieve it from any liability that it otherwise may have to the Indemnified Party, except to the extent that the Indemnifying Party is materially prejudiced and forfeits substantive rights and defenses by reason of such failure. In connection with any Claim as to which both indemnification will be sought shall be given promptly after the Indemnifying Party and action or suit is commenced. (b) After the Indemnified Party are partiesgiving of any Claim Notice pursuant hereto, the Indemnifying amount of indemnification to which an Indemnified Party shall be entitled to assume under this Article 6 shall be determined: (i) by the defense thereof. Notwithstanding written agreement between the assumption of Indemnified Party and the defense Indemnitor; (ii) by a final judgment or decree of any Claim court of competent jurisdiction; or (iii) by any other means to which the Indemnifying PartyIndemnified Party and the Indemnitor shall agree. The judgment or decree of a court shall be deemed final when the time for appeal, the if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. The Indemnified Party shall have the right to employ separate legal counsel and to participate burden of proof in establishing the defense amount of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (i) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (ii) the Indemnified Party shall reasonably have concluded that representation of the Indemnified Party Loss suffered by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (iii) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding sentence, the fees, costs and expenses of such legal counsel shall be borne exclusively by the Indemnified Party. Except as provided above, the Indemnifying Party shall not, in connection with any Claim in the same jurisdiction, be liable for the fees and expenses of more than one firm of counsel for the Indemnified Party (together with appropriate local counsel). The Indemnified Party shall not, without the prior written consent of the Indemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment that does not include an unconditional release of the Indemnifying Party from all liabilities with respect to such Claim or judgment or contain any admission of wrongdoingit.

Notice of Claims. Promptly after receipt by a Person 10.4.1 the Buyer or Seller (the "Indemnified Party") seeking indemnification pursuant hereunder shall give to Section 3.1 the party obligated to provide indemnification to such Indemnified Party (the "Indemnitor") a notice (a "Claim Notice") describing in reasonable detail the facts giving rise to any claim for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or 3.2 (an “Indemnified Party”) the method of written notice computation of any investigation, the amount of such claim, proceeding and a reference to the provision of this Agreement or any other action agreement, document or instrument executed hereunder or in connection herewith upon which such claim is based; provided, that (i) a Claim Notice in respect of any action at law or suit in equity by or against a third Person as to which indemnification will be sought shall be given promptly after the action or suit is being sought commenced; and (each, a “Claim”), the Indemnified Party promptly shall notify the Person against whom indemnification pursuant ii) failure to Sections 3.1 and/or 3.2 is being sought (the “Indemnifying Party”) of the commencement thereof; but the omission to so notify the Indemnifying Party give such notice shall not relieve it from any liability that it otherwise may have to the Indemnified Party, Indemnitor of its obligations hereunder except to the extent that the Indemnifying Party is materially it shall have been prejudiced and forfeits substantive rights and defenses by reason of such failure. In connection with . 10.4.2 After the giving of any Claim as Notice pursuant hereto, the amount of indemnification to which both the Indemnifying Party and the an Indemnified Party are parties, the Indemnifying Party shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim under this Article X shall be determined: (i) by the Indemnifying Party, written agreement between the Indemnified Party shall have the right to employ separate legal counsel and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (i) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, Indemnitor; (ii) the Indemnified Party shall reasonably have concluded that representation by a final judgment or decree of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct any court of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, competent jurisdiction; or (iii) the Indemnifying Party shall have failed by any other means to employ legal counsel reasonably satisfactory to which the Indemnified Party within and the Indemnitor shall agree. The judgment or decree of a reasonable period of time after notice of the commencement of such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding sentence, the fees, costs and expenses of such legal counsel court shall be borne exclusively by deemed final when the Indemnified Party. Except as provided abovetime for appeal, the Indemnifying Party if any, shall not, in connection with any Claim in the same jurisdiction, be liable for the fees have expired and expenses of more than one firm of counsel for the Indemnified Party (together with appropriate local counsel). The Indemnified Party no appeal shall not, without the prior written consent of the Indemnifying Party (which consent have been taken or when all appeals taken shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment that does not include an unconditional release of the Indemnifying Party from all liabilities with respect to such Claim or judgment or contain any admission of wrongdoinghave been finally determined.

Notice of Claims. Promptly after receipt by (a) If a Person seeking indemnification party entitled to indemnity pursuant to Section 3.1 section 8.1 or 3.2 8.2 (an “the "Indemnified Party”") believes that he or it has suffered or incurred any Loss or incurred any Expense, the Indemnified Party shall so notify the party obligated to provide indemnification to the indemnifying party (the "Indemnitor") promptly in writing describing such Loss or Expense, the amount thereof, if known, and the method of written notice computation of any investigationsuch Loss or Expense, claim, proceeding all with reasonable particularity and containing a reference to the provisions of this Agreement or other action agreement, instrument or certificate delivered pursuant hereto in respect of which indemnification such Loss or Expense shall have occurred. If any action at law or suit in equity is being sought (each, instituted by or against a “Claim”)third party with respect to which the Indemnified Party intends to claim any liability or expense as Loss or Expense under this Article VIII, the Indemnified Party shall promptly shall notify the Person against whom indemnification pursuant Indemnitor of such action or suit. (b) The amount to Sections 3.1 and/or 3.2 is being sought which the Indemnified Party shall be entitled under this Article VIII shall be determined: (i) by written agreement between the “Indemnifying Party”Indemnified Party and the Indemnitor; (ii) by arbitration in accordance with Section 11.13 hereof, or (iii) by any other means to which the Indemnified Party and the Indemnitor shall agree. The judgment or decree of a court, or binding arbitration award, shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken or when all appeals taken have been finally determined. The Indemnified Party shall have the burden of proof in establishing the amount of the commencement thereof; but Loss and Expense suffered by it. (c) Notwithstanding the omission foregoing, the failure of any person hereto to so notify the Indemnifying Party give any notice described in this Section 8.3 shall not relieve it from any liability that it otherwise may have to the Indemnified Partyparty hereto of its obligations hereunder, except to the extent that the Indemnifying Party is materially prejudiced and forfeits substantive rights and defenses by reason of such failure. In connection with any Claim as to which both the Indemnifying Party and the Indemnified Party are parties, the Indemnifying Party shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim by the Indemnifying Party, the Indemnified Party failure shall have the right to employ separate legal counsel and to participate in the defense of prejudiced such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (i) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (ii) the Indemnified Party shall reasonably have concluded that representation of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (iii) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding sentence, the fees, costs and expenses of such legal counsel shall be borne exclusively by the Indemnified Party. Except as provided above, the Indemnifying Party shall not, in connection with any Claim in the same jurisdiction, be liable for the fees and expenses of more than one firm of counsel for the Indemnified Party (together with appropriate local counsel). The Indemnified Party shall not, without the prior written consent of the Indemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment that does not include an unconditional release of the Indemnifying Party from all liabilities with respect to such Claim or judgment or contain any admission of wrongdoingparty.

Notice of Claims. Promptly after receipt by a Person (a) Any Buyer Group Member or Emmis Group Member seeking indemnification pursuant to Section 3.1 or 3.2 hereunder (an the “Indemnified Party”) of written notice of any investigation, claim, proceeding or other action in respect of which shall give promptly to the party obligated to provide indemnification is being sought (each, a “Claim”), the to such Indemnified Party promptly shall notify the Person against whom indemnification pursuant to Sections 3.1 and/or 3.2 is being sought (the “Indemnifying PartyIndemnitor”) a written notice (a “Claim Notice”) describing in reasonable detail the facts giving rise to the claim for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of computation of the commencement thereof; but amount of such claim, and a reference to the omission provision of this Agreement or any other agreement, document or instrument executed hereunder or in connection herewith upon which such claim is based. The failure of any Indemnified Party to so notify give the Indemnifying Party Claim Notice promptly as required by this Section 9.3 shall not relieve it from any liability that it otherwise may have to the affect such Indemnified Party, ’s rights ----------- under this Article IX except to the extent that such failure is actually prejudicial to the Indemnifying Party is materially prejudiced and forfeits substantive rights and defenses by reason obligations of such failure. In connection with the ---------- Indemnitor. (b) After the giving of any Claim as Notice pursuant hereto, the amount of indemnification to which both the Indemnifying Party and the an Indemnified Party are parties, the Indemnifying Party shall be entitled to assume under this Article IX shall be determined: (i) by the defense thereof. Notwithstanding written agreement between the assumption of ---------- Indemnified Party and the defense Indemnitor; (ii) by a final judgment or decree of any Claim court of competent jurisdiction; or (iii) by any other means to which the Indemnifying PartyIndemnified Party and the Indemnitor shall agree in writing. The judgment or decree of a court shall be deemed final when the time for appeal, the if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. The Indemnified Party shall have the right to employ separate legal counsel burden of proof in establishing the amount of Losses and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (i) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (ii) the Indemnified Party shall reasonably have concluded that representation of the Indemnified Party Expenses suffered by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (iii) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding sentence, the fees, costs and expenses of such legal counsel shall be borne exclusively by the Indemnified Party. Except as provided above, the Indemnifying Party shall not, in connection with any Claim in the same jurisdiction, be liable for the fees and expenses of more than one firm of counsel for the Indemnified Party (together with appropriate local counsel). The Indemnified Party shall not, without the prior written consent of the Indemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment that does not include an unconditional release of the Indemnifying Party from all liabilities with respect to such Claim or judgment or contain any admission of wrongdoingit.

Notice of Claims. Promptly after receipt by a Person Any Buyer Group Member or Seller Group Member (the "Indemnified Party") seeking indemnification pursuant hereunder shall give to Section 3.1 the party obligated to provide indemnification to such Indemnified Party (the "Indemnitor") a notice (a "Claim Notice") describing in reasonable detail the facts giving rise to any claim for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or 3.2 (an “Indemnified Party”) the method of written notice computation of any investigation, the amount of such claim, proceeding and a reference to the provision of this Agreement or any other action agreement, document or instrument executed hereunder or in connection herewith upon which such claim is based; provided, that a Claim Notice in respect of any pending or threatened action at law or suit in equity by or against a third Person as to which indemnification is being will be sought (each, each such action or suit being a “"Third Person Claim”), ") shall be given promptly after the Indemnified Party promptly shall notify the Person against whom indemnification pursuant action or suit is commenced; provided further that failure to Sections 3.1 and/or 3.2 is being sought (the “Indemnifying Party”) of the commencement thereof; but the omission to so notify the Indemnifying Party give such notice shall not relieve it from any liability that it otherwise may have to the Indemnified Party, Indemnitor of its obligations hereunder except to the extent that the Indemnifying Party is it shall have been materially prejudiced and forfeits substantive rights and defenses by reason of such failure. In connection with After the giving of any Claim as Notice pursuant hereto, the amount of indemnification to which both the Indemnifying Party and the an Indemnified Party are parties, the Indemnifying Party shall be entitled to assume under this Article IX shall be determined: (i) by the defense thereof. Notwithstanding written agreement between the assumption Indemnified Party and the Indemnitor; (ii) by a final decision of the defense arbitrators pursuant to Section 11.11 or, to the extent permitted by Section 11.11, a final judgment or decree of any Claim court of competent jurisdiction; or (iii) by any other means to which the Indemnifying Party, Indemnified Party and the Indemnitor shall agree. The Indemnified Party shall have the right to employ separate legal counsel burden of proof in establishing the amount of Loss and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (i) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (ii) the Indemnified Party shall reasonably have concluded that representation of the Indemnified Party Expense suffered by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (iii) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding sentence, the fees, costs and expenses of such legal counsel shall be borne exclusively by the Indemnified Party. Except as provided above, the Indemnifying Party shall not, in connection with any Claim in the same jurisdiction, be liable for the fees and expenses of more than one firm of counsel for the Indemnified Party (together with appropriate local counsel). The Indemnified Party shall not, without the prior written consent of the Indemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment that does not include an unconditional release of the Indemnifying Party from all liabilities with respect to such Claim or judgment or contain any admission of wrongdoingit.

Notice of Claims. Promptly after receipt by a Person seeking indemnification pursuant to Section 3.1 or 3.2 Any Party (an the “Indemnified Party”) seeking indemnification under this Section 13 shall give to the Party obligated to provide indemnification to such Indemnified Party (the “Indemnitor”) a notice (a “Claim Notice”) describing in reasonable detail the facts giving rise to any claim for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of written notice computation of any investigation, the amount of such claim, proceeding and a reference to the provision of this Lease Agreement or other action any agreement, document or instrument executed pursuant hereto or in connection herewith upon which such claim is based; provided, that a Claim Notice in respect of any action at law or suit in equity by or against a third person as to which indemnification will be sought shall be given promptly after the action or suit is being sought (eachcommenced; and provided, a “Claim”)further, the Indemnified Party promptly shall notify the Person against whom indemnification pursuant that failure to Sections 3.1 and/or 3.2 is being sought (the “Indemnifying Party”) of the commencement thereof; but the omission to so notify the Indemnifying Party give such timely notice shall not relieve it from any liability that it otherwise may have to the Indemnified Party, Indemnitor of its obligations hereunder except to the extent that the Indemnifying Party is materially it shall have been prejudiced and forfeits substantive rights and defenses by reason of such failure. In connection with After the giving of any Claim as Notice pursuant hereto, the amount of indemnification to which both the Indemnifying Party and the an Indemnified Party are parties, the Indemnifying Party shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim under this Section 13 shall be determined: (i) by the Indemnifying Party, written agreement between the Indemnified Party shall have the right to employ separate legal counsel and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (i) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, Indemnitor; or (ii) by a final judgment or decree of any court of competent jurisdiction. The judgment or decree of a court shall be deemed final when the Indemnified Party time for appeal, if any, shall reasonably have concluded that representation of expired and no appeal shall have been taken or when all appeals taken have been finally determined. The Parties shall proceed in the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel manner and subject to the Indemnified Party, potentially differing interests between such parties limitations in the conduct of the defense of such Claim, or if there may be legal defenses available this Section 13 with respect to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (iiiall matters covered by Sections 13(a) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding sentence, the fees, costs and expenses of such legal counsel shall be borne exclusively by the Indemnified Party. Except as provided above, the Indemnifying Party shall not, in connection with any Claim in the same jurisdiction, be liable for the fees and expenses of more than one firm of counsel for the Indemnified Party (together with appropriate local counsel13(b). The Indemnified Party shall not, without have the prior written consent burden of proof in establishing the Indemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry amount of any judgment that does not include an unconditional release of the Indemnifying Party from all liabilities with respect to such Claim or judgment or contain any admission of wrongdoingLosses and Expenses suffered by it.

Notice of Claims. Promptly after receipt by a Person (a) Any Buyers Group Member or Seller Group Member seeking indemnification pursuant to Section 3.1 or 3.2 hereunder (an the “Indemnified Party”) of written notice of any investigation, claim, proceeding or other action in respect of which shall give promptly to the party obligated to provide indemnification is being sought (each, a “Claim”), the to such Indemnified Party promptly shall notify the Person against whom indemnification pursuant to Sections 3.1 and/or 3.2 is being sought (the “Indemnifying PartyIndemnitor”) a written notice (a “Claim Notice”) describing in reasonable detail the facts giving rise to the claim for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of computation of the commencement thereof; but amount of such claim, and a reference to the omission provision of this Agreement or any other agreement, document or instrument executed hereunder or in connection herewith upon which such claim is based. In addition, any Buyers Group Member seeking indemnification hereunder shall deliver a copy of the Claim Notice to so notify the Indemnifying Escrow Agent concurrent with delivery of the Claims Notice to the Indemnitor. Except as otherwise provided in Section 10.1 or the Holdback Escrow Agreement, the failure of any Indemnified Party to give the Claim Notice promptly as required by this Section 8.3(a) shall not relieve it from any liability that it otherwise may have to the affect such Indemnified Party, ’s rights under this Section 8 except to the extent that such failure is actually prejudicial to the Indemnifying Party is materially prejudiced and forfeits substantive rights and defenses by reason obligations of such failure. In connection with the Indemnitor. (b) After the giving of any Claim as Notice pursuant hereto, the amount of indemnification to which both the Indemnifying Party and the an Indemnified Party are parties, the Indemnifying Party shall be entitled to assume under this Section 8 shall be determined: (i) by the defense thereof. Notwithstanding written agreement between the assumption of Indemnified Party and the defense Indemnitor; (ii) by a final judgment or decree of any Claim court of competent jurisdiction; or (iii) by any other means to which the Indemnifying PartyIndemnified Party and the Indemnitor shall agree. The judgment or decree of a court shall be deemed final when the time for appeal, the if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. The Indemnified Party shall have the right to employ separate legal counsel burden of proof in establishing the amount of Liabilities and to participate in Expenses suffered by it. In the defense case of such Claimany claim for indemnification made by any Buyers Group Member, the terms and provisions of the Indemnifying Party Holdback Escrow Agreement shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel apply. All amounts due to the Indemnified Party if (and only if): (i) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (ii) the Indemnified Party shall reasonably have concluded that representation of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably so finally determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (iii) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding sentence, the fees, costs and expenses of such legal counsel shall be borne exclusively paid by the Indemnified Party. Except as provided above, the Indemnifying Party shall not, in connection with any Claim in the same jurisdiction, be liable for the fees and expenses of more than one firm of counsel for the Indemnified Party wire transfer within thirty (together with appropriate local counsel). The Indemnified Party shall not, without the prior written consent of the Indemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment that does not include an unconditional release of the Indemnifying Party from all liabilities with respect to 30) calendar days after such Claim or judgment or contain any admission of wrongdoingfinal determination.

Notice of Claims. Promptly after receipt by a Person seeking indemnification pursuant With respect to Section 3.1 any matter as to which any of the Transferor Indemnified Parties or 3.2 the Acquiror Indemnified Parties (an the “Indemnified PartyPerson”) of written notice of is entitled to indemnification from any investigation, claim, proceeding other person or other action in respect of which indemnification is being sought (each, a “Claim”), the Indemnified Party promptly shall notify the Person against whom indemnification pursuant to Sections 3.1 and/or 3.2 is being sought entity (the “Indemnifying PartyPerson”) under this Article VIII, the Indemnified Person shall have the right, but not the obligation, to contest, defend or litigate, and to retain counsel of its choice in connection with, any claim, action, suit or proceeding by any third party alleged or asserted against the Indemnified Person in respect of, resulting from, relating to or arising out of such matter, and the costs and expenses thereof shall be subject to the indemnification obligations of the commencement thereofIndemnifying Person hereunder; but the omission to so notify provided, however, that if the Indemnifying Party Person acknowledges in writing its obligation to indemnify the Indemnified Person in respect of such matter to the fullest extent provided by this Article VIII, then an Indemnifying Person shall not relieve be entitled, at its option, to assume and control the defense of such claim, action, suit or proceeding at its expense through counsel of its choice if it from any liability that it otherwise may have gives prompt notice of its intention to do so to the Indemnified Party, except to the extent that the Person. Neither an Indemnified Person nor an Indemnifying Party is materially prejudiced and forfeits substantive rights and defenses by reason of such failure. In connection with any Claim as to which both the Indemnifying Party and the Indemnified Party are parties, the Indemnifying Party Person shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of settle or compromise any Claim by the Indemnifying Partysuch claim, the Indemnified Party shall have the right to employ separate legal counsel and to participate in the defense of such Claimaction, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (i) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (ii) the Indemnified Party shall reasonably have concluded that representation of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, suit or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (iii) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding sentence, the fees, costs and expenses of such legal counsel shall be borne exclusively by the Indemnified Party. Except as provided above, the Indemnifying Party shall not, in connection with any Claim in the same jurisdiction, be liable for the fees and expenses of more than one firm of counsel for the Indemnified Party (together with appropriate local counsel). The Indemnified Party shall not, proceeding without the prior written consent of the Indemnifying Party (other party hereto, which consent shall not be unreasonably be withheld)withheld or delayed, settle and for purposes of this provision the “other party hereto” shall be: (a) Acquiror, for any Indemnified Person or compromise any Claim or consent to the entry of any judgment that does not include an unconditional release Indemnifying Person who is one of the Transferor Indemnified Parties; and (b) Transferor, for any Indemnified Person or Indemnifying Party from all liabilities with respect to such Claim or judgment or contain any admission Person who is one of wrongdoingthe Acquiror Indemnified Parties.

Notice of Claims. Promptly after receipt by a Person a. Any party seeking indemnification pursuant hereunder shall deliver to Section 3.1 or 3.2 the party obligated to provide indemnification to such party a notice (an “Indemnified PartyClaim Notice”) reasonably promptly, describing in reasonable detail the facts giving rise to any claim for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of written computation of the amount of such claim, and a reference to the provision of this Agreement upon which such claim is based. The party obligated to provide indemnification shall have thirty (30) days in which to provide a response. If the party seeking indemnification fails to provide the Claim Notice with reasonable promptness after such party receives notice of any investigation, such claim, proceeding or the other action in party will not be obligated to indemnify the party seeking indemnification with respect of which indemnification is being sought (each, a “Claim”), the Indemnified Party promptly shall notify the Person against whom indemnification pursuant to Sections 3.1 and/or 3.2 is being sought (the “Indemnifying Party”) of the commencement thereof; but the omission to so notify the Indemnifying Party shall not relieve it from any liability that it otherwise may have to the Indemnified Party, except such claim to the extent that the Indemnifying Party is materially other party’s ability to defend has been irreparably prejudiced and forfeits substantive rights and defenses by reason such failure of such failure. In connection with the party seeking indemnification. b. After the giving of any Claim as Notice pursuant hereto, the amount of indemnification to which both the Indemnifying Party and the Indemnified Party are parties, the Indemnifying Party party seeking indemnification shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim by the Indemnifying Party, the Indemnified Party under this Section shall have the right to employ separate legal counsel and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): be determined: (i) by the Indemnifying Party shall have agreed to pay such fees, costs and expenses, written agreement between the parties; (ii) the Indemnified Party shall reasonably have concluded that representation by a final judgment or decree of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual orany court of competent jurisdiction or an arbitration proceeding, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, applicable; or (iii) by any other means which the Indemnifying Party parties shall agree. The judgment or decree of a court or arbitrator shall be deemed final when the time for appeal, if any, shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding sentence, the fees, costs expired and expenses of such legal counsel no appeal shall be borne exclusively by the Indemnified Party. Except as provided above, the Indemnifying Party have been taken or when all appeals taken shall not, in connection with any Claim in the same jurisdiction, be liable for the fees and expenses of more than one firm of counsel for the Indemnified Party (together with appropriate local counsel)have been finally determined. The Indemnified Party party seeking indemnification shall not, without have the prior written consent burden of proof in establishing the Indemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry amount of any judgment that does not include an unconditional release of the Indemnifying Party from all liabilities with respect to such Claim or judgment or contain any admission of wrongdoingloss and expense suffered by it.

Notice of Claims. Promptly after receipt by a Person (a) Any party seeking indemnification pursuant hereunder shall give to Section 3.1 or 3.2 the party obligated to provide indemnification to such Indemnified Party (an the “Indemnified PartyIndemnitor”) a notice (a “Claim Notice”) describing in reasonable detail the facts giving rise to any claim for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of written notice computation of any investigation, the amount of such claim, proceeding and a reference to the provision of this Agreement or any other action agreement, document or instrument executed hereunder or in connection herewith upon which such claim is based; provided, that (i) a Claim Notice in respect of any action at law or suit in equity by or against a third Person as to which indemnification will be sought shall be given promptly after the action or suit is being sought commenced; and (each, a “Claim”), the Indemnified Party promptly shall notify the Person against whom indemnification pursuant ii) failure to Sections 3.1 and/or 3.2 is being sought (the “Indemnifying Party”) of the commencement thereof; but the omission to so notify the Indemnifying Party give such notice shall not relieve it from any liability that it otherwise may have to the Indemnified Party, Indemnitor of its obligations hereunder except to the extent that the Indemnifying Party is materially it shall have been prejudiced and forfeits substantive rights and defenses by reason of such failure. In connection with . (b) After the giving of any Claim as Notice pursuant hereto, the amount of indemnification to which both the Indemnifying Party and the an Indemnified Party are parties, the Indemnifying Party shall be entitled to assume under this Article 10 shall be determined: (i) by the defense thereof. Notwithstanding written agreement between the assumption of Indemnified Party and the defense Indemnitor; (ii) by a final judgment or decree of any Claim court of competent jurisdiction; or (iii) by any other means to which the Indemnifying PartyIndemnified Party and the Indemnitor shall agree. The judgment or decree of a court shall be deemed final when the time for appeal, the if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. The Indemnified Party shall have the right to employ separate legal counsel burden of proof in establishing the amount of Loss and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (i) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (ii) the Indemnified Party shall reasonably have concluded that representation of the Indemnified Party Expense suffered by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (iii) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding sentence, the fees, costs and expenses of such legal counsel shall be borne exclusively by the Indemnified Party. Except as provided above, the Indemnifying Party shall not, in connection with any Claim in the same jurisdiction, be liable for the fees and expenses of more than one firm of counsel for the Indemnified Party (together with appropriate local counsel). The Indemnified Party shall not, without the prior written consent of the Indemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment that does not include an unconditional release of the Indemnifying Party from all liabilities with respect to such Claim or judgment or contain any admission of wrongdoingit.

Notice of Claims. Promptly after receipt by a Person seeking indemnification pursuant to Section 3.1 (a) Any Buyer Group Member or 3.2 Seller Group Member (an the “Indemnified Party”) seeking indemnification hereunder shall give to the party obligated to provide indemnification to such Indemnified Party (the “Indemnitor”) a notice (a “Claim Notice”) describing in reasonable detail the facts giving rise to any claim for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of written notice computation of any investigation, the amount of such claim, proceeding and a reference to the provision of this Agreement or any other action agreement, document or instrument executed hereunder or in connection herewith upon which such claim is based; provided, that (i) a Claim Notice in respect of any action at law or suit in equity by or against a third Person as to which indemnification will be sought shall be given promptly after the action or suit is being sought commenced; and (each, a “Claim”), the Indemnified Party promptly shall notify the Person against whom indemnification pursuant ii) failure to Sections 3.1 and/or 3.2 is being sought (the “Indemnifying Party”) of the commencement thereof; but the omission to so notify the Indemnifying Party give such notice shall not relieve it from any liability that it otherwise may have to the Indemnified Party, Indemnitor of its obligations hereunder except to the extent that the Indemnifying Party is materially it shall have been prejudiced and forfeits substantive rights and defenses by reason of such failure. . (b) In connection with calculating any Claim as Loss or Expense there shall be deducted (i) any insurance recovery in respect thereof (and no right of subrogation shall accrue hereunder to which both any insurer) and (ii) the Indemnifying Party and amount of any tax benefit to the Indemnified Party are parties(or any of its Affiliates) with respect to such Loss or Expense (after giving effect to the tax effect of receipt of the indemnification payments). (c) After the giving of any Claim Notice pursuant hereto, the Indemnifying amount of indemnification to which an Indemnified Party shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim under this Article IX shall be determined: (i) by the Indemnifying Party, written agreement between the Indemnified Party shall have the right to employ separate legal counsel and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (i) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, Indemnitor; (ii) the Indemnified Party shall reasonably have concluded that representation by a final judgment or decree of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct any court of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, competent jurisdiction; or (iii) the Indemnifying Party shall have failed by any other means to employ legal counsel reasonably satisfactory to which the Indemnified Party within and the Indemnitor shall agree. The judgment or decree of a reasonable period of time after notice of the commencement of such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding sentence, the fees, costs and expenses of such legal counsel court shall be borne exclusively by deemed final when the Indemnified Party. Except as provided abovetime for appeal, the Indemnifying Party if any, shall not, in connection with any Claim in the same jurisdiction, be liable for the fees have expired and expenses of more than one firm of counsel for the Indemnified Party (together with appropriate local counsel). The Indemnified Party no appeal shall not, without the prior written consent of the Indemnifying Party (which consent have been taken or when all appeals taken shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment that does not include an unconditional release of the Indemnifying Party from all liabilities with respect to such Claim or judgment or contain any admission of wrongdoinghave been finally determined.

Notice of Claims. Promptly after receipt by Any Buyer Group Member or Seller Group Member making a Person seeking claim for indemnification pursuant under this Article IX is referred to Section 3.1 or 3.2 (an as the “Indemnified Party”, and the party against whom such claims are asserted under this Article IX is referred to as the “Indemnitor”. (a) Any Indemnified Party seeking indemnification hereunder shall give to the Indemnitor a notice (a “Claim Notice”) describing in reasonable detail the facts giving rise to any claim for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of written notice computation of any investigation, the amount of such claim, proceeding and a reference to the provision of this Agreement or any other action Acquisition Document, agreement, document or instrument executed hereunder or in connection herewith upon which such claim is based; provided, that a Claim Notice in respect of any pending or threatened action at Law or suit in equity by or against a third Person as to which indemnification is being will be sought (each, each such action or suit being a “Third Person Claim”)) shall be given reasonably promptly after the action or suit is commenced, the Indemnified but in any event not later than thirty (30) days after receipt of, or becoming aware of, such Third Party promptly shall notify the Person against whom indemnification pursuant Claim; provided, further, that failure to Sections 3.1 and/or 3.2 is being sought (the “Indemnifying Party”) of the commencement thereof; but the omission to so notify the Indemnifying Party give such notice shall not relieve it from any liability that it otherwise may have to the Indemnified Party, Indemnitor of its obligations hereunder except to the extent that the Indemnifying Party is it shall have been materially prejudiced and forfeits substantive rights and defenses by reason of such failure. In connection with . (b) After the giving of any Claim as Notice pursuant hereto, the amount of indemnification to which both the Indemnifying Party and the an Indemnified Party are parties, the Indemnifying Party shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim under this Article IX shall be determined: (i) by the Indemnifying Party, written agreement between the Indemnified Party shall have the right to employ separate legal counsel and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (i) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, Indemnitor; (ii) the Indemnified Party shall reasonably have concluded that representation by a final judgment or decree of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct any court of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, competent jurisdiction; or (iii) the Indemnifying Party shall have failed by any other means to employ legal counsel reasonably satisfactory to which the Indemnified Party within and the Indemnitor may agree. The judgment or decree of a reasonable period of court shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. Promptly after notice the determination of the commencement amount of indemnification pursuant to this Section 9.04(b), the Indemnitor shall satisfy such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described amount in the preceding sentence, the fees, costs and expenses of such legal counsel shall be borne exclusively by the Indemnified Party. Except as manner provided above, the Indemnifying Party shall not, in connection with any Claim in the same jurisdiction, be liable for the fees and expenses of more than one firm of counsel for the Indemnified Party (together with appropriate local counsel). The Indemnified Party shall not, without the prior written consent of the Indemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment that does not include an unconditional release of the Indemnifying Party from all liabilities with respect to such Claim or judgment or contain any admission of wrongdoingSection 9.03.

Notice of Claims. Promptly after receipt (a) Any Parent Group Member seeking indemnification hereunder shall give to the Representative, and any Participating Equity Holder seeking indemnification hereunder shall give to Parent, prompt written notice (a “Claim Notice”) describing in reasonable detail the facts giving rise to the claim for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of computation of the amount of such claim and a reference to the provision of this Agreement or any other Contract, document or instrument executed hereunder or in connection herewith upon which such claim is based. A Claim Notice in respect of any action at law or suit in equity by or against a Person that is not (i) a party to this Agreement, (ii) a Parent Group Member or (iii) a Participating Equity Holder (each, a “Third Person”) as to which indemnification will be sought (each, a “Third-Person Claim”) shall be given promptly after the action or suit is commenced. The failure of any Parent Group Member or Participating Equity Holder seeking indemnification pursuant to Section 3.1 or 3.2 hereunder (each, an “Indemnified Party”) of written notice of any investigation, claim, proceeding or other action in respect of which to give the Claim Notice to the party against whom a claim for indemnification is being sought asserted (each, an “Indemnitor”) promptly as required by this Section 12.3 shall not affect such Indemnified Party’s rights under this Article XII except to the extent such failure is actually prejudicial to the rights and obligations of the party obligated to provide indemnification to such Indemnified Party. For the purposes of this Article XII, the term “Indemnitor” shall refer to the Representative, if and to the extent that a “Claim”claim for indemnification is being asserted with respect to the Escrow Fund. (b) After the giving of any Claim Notice pursuant hereto, the amount of indemnification to which an Indemnified Party shall be entitled under this Article XII shall be determined: (i) by the written agreement between the Indemnified Party and the Indemnitor; (ii) by a final judgment or decree of any court of competent jurisdiction; or (iii) by an Award. The judgment or decree of a court shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. (c) If any Claim Notice, written agreement between the Indemnified Party and the Indemnitor, final judgment or decree of any court or any Award is delivered to a party pursuant to this Section 12.3, a copy of such Claim Notice, written agreement, final judgment or decree or Award shall be delivered promptly to the Escrow Agent. Upon the determination of any amount of indemnification payable to the Indemnified Party pursuant to Section 12.3(b), if cash remains in the Escrow Fund, the Indemnified Party promptly shall notify the Person against whom indemnification pursuant to Sections 3.1 and/or 3.2 is being sought (the “Indemnifying Party”) of the commencement thereof; but the omission to so notify the Indemnifying Party shall not relieve it from any liability that it otherwise may have to the Indemnified Party, except to the extent that the Indemnifying Party is materially prejudiced and forfeits substantive rights and defenses by reason of such failure. In connection with any Claim as to which both the Indemnifying Party and the Indemnified Party are partiesIndemnitor shall promptly direct the Escrow Agent to act in accordance with such written agreement, the Indemnifying Party shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim by the Indemnifying Party, the Indemnified Party shall have the right to employ separate legal counsel and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (i) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (ii) the Indemnified Party shall reasonably have concluded that representation of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (iii) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding sentence, the fees, costs and expenses of such legal counsel shall be borne exclusively by the Indemnified Party. Except as provided above, the Indemnifying Party shall not, in connection with any Claim in the same jurisdiction, be liable for the fees and expenses of more than one firm of counsel for the Indemnified Party (together with appropriate local counsel). The Indemnified Party shall not, without the prior written consent of the Indemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment that does not include an unconditional release of the Indemnifying Party from all liabilities with respect to such Claim or final judgment or contain any admission of wrongdoingdecree or Award and distribute cash from the Escrow Fund in accordance therewith.

Notice of Claims. Promptly after receipt by (a) If Purchaser or XXXX believes that any of the persons indemnified under this Article 6 has suffered or incurred any Loss or incurred any Expense, Purchaser or XXXX shall so notify the other promptly in writing describing such Loss or Expense, the amount thereof, if known, and the method of computation of such Loss or Expense, all with reasonable particularity and containing a Person seeking indemnification pursuant reference to Section 3.1 or 3.2 (an “Indemnified Party”) the provisions of written notice of any investigation, claim, proceeding this Agreement or other action agreement, instrument or certificate delivered pursuant hereto in respect of which indemnification is being sought (eachsuch Loss or Expense shall have occurred, a “Claim”), except that the Indemnified Party promptly shall notify the Person against whom indemnification pursuant to Sections 3.1 and/or 3.2 is being sought (the “Indemnifying Party”) of the commencement thereof; but the omission failure to so notify the Indemnifying Party shall not relieve it from any liability that it otherwise may have a party of its obligations to the Indemnified Partyindemnify, except to the extent that its rights are thereby materially prejudiced. If any action at law or suit in equity is instituted by or against a third party with respect to which any of the Indemnifying Party is materially prejudiced and forfeits substantive rights and defenses by reason indemnified persons intends to claim any liability or expense as Loss or Expense under this Article 6, any such indemnified person shall promptly notify the indemnifying party of such failure. action or suit. (b) In connection with calculating any Claim as Loss or Expense there shall be deducted any insurance recovery in respect thereof to the extent such insurance recovery was not taken into account in assessing the amount of liability, Loss or Expense suffered or incurred by any person indemnified under this Article 6. (c) The amount to which both the Indemnifying Party and the Indemnified Party are parties, the Indemnifying Party an indemnified person shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim under this Article 6 shall be determined by the Indemnifying Party, written agreement between the Indemnified Party shall have the right to employ separate legal counsel and to participate in the defense of such Claim, indemnified person and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (i) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (ii) the Indemnified Party shall reasonably have concluded that representation of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (iii) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of such Claimindemnifying party. If the Indemnified Party employs separate legal counsel in circumstances other than as described in parties are unable to agree upon such amount within 30 days of the preceding sentenceclaim for indemnification hereunder, the fees, costs indemnifying party shall pay that amount agreed upon between the parties and expenses of such legal counsel the remainder shall be borne exclusively by the Indemnified Party. Except determined as provided above, the Indemnifying Party shall not, in connection with any Claim in the same jurisdiction, be liable for the fees and expenses of more than one firm of counsel for the Indemnified Party (together with appropriate local counsel). The Indemnified Party shall not, without the prior written consent of the Indemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment that does not include an unconditional release of the Indemnifying Party from all liabilities with respect to such Claim or judgment or contain any admission of wrongdoingSection 7.14 hereto.

Notice of Claims. Promptly after receipt by a Person (a) Any Search Indemnified Party seeking indemnification pursuant hereunder shall give to Section 3.1 the Indemnifying Party a notice (a "Claim Notice") describing in reasonable detail the facts giving rise to any Claim and shall include in such Claim Notice (if then known) the amount or 3.2 (an “Indemnified Party”) the method of written notice computation of any investigationthe amount of such Claim; provided, claim, proceeding or other action that a Claim Notice in respect of any action at law or suit in equity by or against a third person as to which indemnification is being will be sought shall be given promptly after the action or suit (each, a “Claim”)b) After the giving of any Claim Notice pursuant hereto, the amount of indemnification to which a Search Indemnified Party promptly shall notify be entitled under this Section 10 shall be determined, to the Person against whom indemnification pursuant to Sections 3.1 and/or 3.2 is being sought extent feasible: (i) by the “written agreement between the Search Indemnified Party and the Indemnifying Party”; (ii) by a binding nonappealable award in an arbitration proceeding; (iii) by a final judgment or decree of any court of competent jurisdiction; or (iv) by any other means to which the commencement thereof; but the omission to so notify Search Indemnified Party and the Indemnifying Party shall not relieve it from any liability that it otherwise may agree. The judgment or decree of a court shall be deemed final when the time for appeal, if any, shall have to expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. Notwithstanding the Indemnified Partyforegoing, except to the extent that unless the Indemnifying Party is materially prejudiced and forfeits substantive rights and defenses Parties dispute the coverage of the Claim by reason of such failure. In connection with any Claim as to which both the Indemnifying Party and the Indemnified Party are partiesthis Section 10, the Indemnifying Search Indemnified Party shall be entitled to assume receive from the defense thereof. Notwithstanding the assumption of the defense of any Claim by the Indemnifying Party, the Indemnified Party shall have the right to employ separate legal counsel and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket Escrow Fund its costs and expenses incurred regarding investigating and defending any such Claim regardless of such separate legal counsel to whether the Indemnified Party if (and only if): (i) the Indemnifying Party shall parties have agreed to pay such fees, costs and expenses, (ii) the Indemnified Party shall reasonably have concluded that representation exact amount of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, indemnification coverage as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties set forth above in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (iii) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding sentence, the fees, costs and expenses of such legal counsel shall be borne exclusively by the Indemnified Party. Except as provided above, the Indemnifying Party shall not, in connection with any Claim in the same jurisdiction, be liable for the fees and expenses of more than one firm of counsel for the Indemnified Party (together with appropriate local counselthis Section 10.2(b). The Indemnified Party shall not, without the prior written consent of the Indemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment that does not include an unconditional release of the Indemnifying Party from all liabilities with respect to such Claim or judgment or contain any admission of wrongdoing.

Notice of Claims. Promptly after receipt by a Person (a) Any party (the "Indemnified Party") seeking indemnification pursuant hereunder shall give to Section 3.1 the party obligated to provide indemnification to such Indemnified Party (the "Indemnitor") a notice (a "Claim Notice") describing in reasonable detail the facts giving rise to any claim for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or 3.2 (an “Indemnified Party”) the method of written notice computation of any investigationthe amount of such claim and a reference to the provision of this Agreement upon which such claim is based; provided, claim, proceeding or other action that a Claim Notice in respect of to any action at law or suit in equity by or against a Third Person as to which indemnification will be sought shall be given promptly after the action or suit is being sought (eachcommenced; and, a “Claim”), the Indemnified Party promptly shall notify the Person against whom indemnification pursuant provided further that failure to Sections 3.1 and/or 3.2 is being sought (the “Indemnifying Party”) of the commencement thereof; but the omission to so notify the Indemnifying Party give such notice shall not relieve it from any liability that it otherwise may have to the Indemnified Party, Indemnitor of its obligations hereunder except to the extent that the Indemnifying Party is materially Indemnitor shall have been prejudiced by such failure (it being understood that this proviso does not modify or otherwise affect the applicable time period specified in Section 7.1). (b) In calculating any Damages there shall be deducted (i) any insurance recoverable in respect thereof (and forfeits substantive rights no right of subrogation shall accrue hereunder to any insurer) and defenses by reason of such failure. In connection with (ii) any Claim as past, present or future tax benefit to which both the Indemnifying Party and the Indemnified Party are partiesor their Affiliates or Subsidiaries. (c) After the giving of any Claim Notice pursuant hereto, the Indemnifying amount of indemnification to which an Indemnified Party shall be entitled to assume under this Article VII shall be determined: (i) by the defense thereof. Notwithstanding written agreement between the assumption of Indemnified Party and the defense Indemnitor; (ii) by a final judgment or decree of any Claim court of competent jurisdiction; or (iii) by any other means to which the Indemnifying PartyIndemnified Party and the Indemnitor shall agree. The judgment or decree of a court shall be deemed final when the time for appeal, the if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. The Indemnified Party shall have the right to employ separate legal counsel and to participate burden of proof in establishing the defense amount of such Claim, and the Indemnifying Party Damages suffered by it. (d) Any indemnification payments hereunder shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel be deemed an adjustment to the Indemnified Party if (and only if): (i) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (ii) the Indemnified Party shall reasonably have concluded that representation of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (iii) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding sentence, the fees, costs and expenses of such legal counsel shall be borne exclusively by the Indemnified Party. Except as provided above, the Indemnifying Party shall not, in connection with any Claim in the same jurisdiction, be liable purchase price for the fees and expenses of more than one firm of counsel for the Indemnified Party (together with appropriate local counsel). The Indemnified Party shall not, without the prior written consent of the Indemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment that does not include an unconditional release of the Indemnifying Party from all liabilities with respect to such Claim or judgment or contain any admission of wrongdoingShares.

Notice of Claims. Promptly after receipt by a Person (a) Any Indemnified Party seeking indemnification pursuant hereunder (or believing in good faith that it may suffer or incur Losses for which it is or may be entitled to Section 3.1 or 3.2 indemnification hereunder) shall deliver to the Indemnifying Party a written notice (an a “Indemnified PartyClaim Notice”) describing in reasonable detail available facts giving rise to such claim for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of written notice computation of the amount of such claim (if readily available) and a reference to the provision of this Agreement or any investigationother agreement, claimdocument or instrument executed hereunder or in connection herewith upon which such claim is based; provided, proceeding or other action that a Claim Notice in respect of any Third Person Claim shall be given reasonably promptly after an Indemnified Party has received written notice that the Proceeding has been commenced; provided further that failure to timely give such notice shall not relieve the Indemnifying Party of its obligations hereunder except to the extent the Indemnifying Party shall have been actually and materially prejudiced by such failure. (b) After the giving of any Claim Notice pursuant hereto, the amount of indemnification to which indemnification is being sought an Indemnified Party shall be entitled under this Article VII shall be determined: (i) by the written agreement between the Indemnified Party and the Indemnifying Party; (ii) by a final judgment or decree of any court or arbitrator of competent jurisdiction; or (iii) by any other means to which the Indemnified Party and the Indemnifying Party shall agree in writing (each, a “ClaimFinal Resolution”); provided, the Indemnified Party promptly shall notify the however, that if a Claim Notice does not involve a Third Person against whom indemnification pursuant to Sections 3.1 and/or 3.2 is being sought (the “Indemnifying Party”) of the commencement thereof; but the omission to so notify Claim and the Indemnifying Party shall does not relieve it from any dispute its liability that it otherwise may have to for the Indemnified Party, except to the extent that the Indemnifying Party is materially prejudiced and forfeits substantive rights and defenses by reason claim described in such Claim Notice within twenty (20) calendar days following delivery of such failure. In connection with any Claim as to which both the Indemnifying Party and the Indemnified Party are partiesNotice, the Indemnifying Party shall will be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim by the Indemnifying Party, the Indemnified Party shall have the right to employ separate legal counsel and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (i) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (ii) the Indemnified Party shall reasonably have concluded that representation of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (iii) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding sentence, the fees, costs and expenses of such legal counsel shall be borne exclusively by the Indemnified Party. Except as provided above, the Indemnifying Party shall not, in connection with any Claim in the same jurisdiction, be conclusively deemed liable for the fees and expenses of more than one firm of counsel for the Indemnified Party (together with appropriate local counsel)Losses arising from such claim. The Indemnified Party shall not, without the prior written consent of the Indemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment that does not include an unconditional release of the Indemnifying Party from all liabilities with respect to such Claim or judgment or contain any admission decree of wrongdoinga court shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken or when all appeals shall have been finally determined.

Notice of Claims. Promptly after receipt by If a Person seeking indemnification pursuant to Section 3.1 PayEase Indemnitee or 3.2 a Loyalty Alliance Indemnitee (an “Indemnified Party”as applicable) of written notice shall receive notice, or otherwise become aware, of any investigation, claim, proceeding claim or other action in respect of which indemnification is being sought the commencement by any such Person of any Action (eacheach such case, a “Third Party Claim”)) with respect to which an Indemnifying Party may be obligated to provide indemnification to an Indemnitee pursuant to this Agreement or any other Ancillary Agreement, PayEase and Loyalty Alliance (as applicable) shall ensure that such Indemnitee shall give such Indemnifying Party written notice thereof as soon as practicable and, in any event, within fifteen (15) days after becoming aware of such Third Party Claim. Any such notice shall (i) describe the Third Party Claim in reasonable detail and, if known, the Indemnified estimated damages resulting from such Third Party promptly Claim incurred or reasonably expected to be incurred by the Indemnitee and (ii) explain in reasonable detail the basis for the claim by Indemnitee for indemnification to the extent of facts then known by the Indemnitee. In addition, such written notice shall notify be accompanied by copies of correspondence with third parties or other documentation necessary to understand the Person against whom claim for indemnification pursuant to Sections 3.1 and/or 3.2 is being sought (the “Indemnifying Party”) extent applicable and then in the possession of the commencement thereof; but Indemnitee. Notwithstanding the omission foregoing, the delay or failure of any Indemnitee or other Person to so notify the Indemnifying Party give notice as provided in this Section 1.5(a) shall not relieve it from any liability that it otherwise may have to the Indemnified Partyrelevant Indemnifying Party of its obligations under this Article I, except to the extent that the such Indemnifying Party is materially prejudiced and forfeits substantive rights and defenses by reason of such failure. In connection with any Claim as delay or failure to which both the Indemnifying Party and the Indemnified Party are parties, the Indemnifying Party shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim by the Indemnifying Party, the Indemnified Party shall have the right to employ separate legal counsel and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (i) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (ii) the Indemnified Party shall reasonably have concluded that representation of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (iii) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding sentence, the fees, costs and expenses of such legal counsel shall be borne exclusively by the Indemnified Party. Except as provided above, the Indemnifying Party shall not, in connection with any Claim in the same jurisdiction, be liable for the fees and expenses of more than one firm of counsel for the Indemnified Party (together with appropriate local counsel). The Indemnified Party shall not, without the prior written consent of the Indemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment that does not include an unconditional release of the Indemnifying Party from all liabilities with respect to such Claim or judgment or contain any admission of wrongdoinggive notice.

Notice of Claims. Promptly after receipt by a Person seeking indemnification pursuant to Section 3.1 (a) Any Buyer Indemnified Party or 3.2 Seller Indemnified Party (an the “Indemnified Party”) seeking indemnification hereunder shall, within the relevant limitation period provided for above, give to the party obligated to provide indemnification to such Indemnified Party (the “Indemnitor”) a notice (a “Claim Notice”) describing in reasonable detail the facts giving rise to any claims for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of written notice computation of any investigation, the amount of such claim, proceeding and a reference to the provision of this Agreement or other action any agreement, document or instrument executed pursuant hereto or in connection herewith upon which such claim is based; provided, that a Claim Notice in respect of any action at law or suit in equity by or against a third Person as to which indemnification will be sought shall be given promptly after the action or suit is being sought (eachcommenced; and provided further, a “Claim”), the Indemnified Party promptly shall notify the Person against whom indemnification pursuant that failure to Sections 3.1 and/or 3.2 is being sought (the “Indemnifying Party”) of the commencement thereof; but the omission to so notify the Indemnifying Party give such notice shall not relieve it from any liability that it otherwise may have to the Indemnified Party, Indemnitor of its obligations hereunder except to the extent that the Indemnifying Party is materially it shall have been prejudiced and forfeits substantive rights and defenses by reason of such failure. In connection with any Claim as to which both . (b) Indemnitor shall have thirty (30) days after the Indemnifying Party and the Indemnified Party are parties, the Indemnifying Party shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense giving of any Claim by Notice pursuant hereto to (i) agree to the Indemnifying Partyamount or method of determination set forth in the Claim Notice and to pay such amount to such Indemnified Party in immediately available funds or (ii) to provide such Indemnified Party with notice that it disagrees with the amount or method of determination set forth in the Claim Notice (the “Dispute Notice”). Within fifteen (15) days after the giving of the Dispute Notice, the a representative of Indemnitor and such Indemnified Party shall have negotiate in a bona fide attempt to resolve the right to employ separate legal counsel and to participate in matter. In the defense of such Claim, and event that the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if controversy is not resolved within thirty (and only if): (i30) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (ii) the Indemnified Party shall reasonably have concluded that representation days of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct giving of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (iii) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding sentenceDispute Notice, the fees, costs and expenses of such legal counsel parties shall be borne exclusively by the Indemnified Party. Except as provided above, the Indemnifying Party shall not, in connection with any Claim in the same jurisdiction, be liable for the fees and expenses of more than one firm of counsel for the Indemnified Party (together with appropriate local counsel). The Indemnified Party shall not, without the prior written consent of the Indemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent proceed to the entry of any judgment that does not include an unconditional release of the Indemnifying Party from all liabilities with respect to such Claim or judgment or contain any admission of wrongdoingbinding arbitration.

Notice of Claims. Promptly As soon as is reasonably practicable after receipt any Seller Party or Buyer Party becomes aware of any claim that such Party has under Section 10.1 that may result in a Loss for which such Party or any other Buyer Indemnified Party or Seller Indemnified Party, as applicable, is entitled to indemnification hereunder (a "Claim"), such Party (the "Indemnified Party") shall give notice of such Claim (a "Claims Notice") to Seller Parties, in the case of a Claim by a Person seeking indemnification pursuant Buyer Party, or to Section 3.1 Buyer Parties, in the case of a Claim by a Seller Party (such Party, the "Indemnifying Party"). A Claims Notice must describe the Claim in reasonable detail and must indicate, to the extent feasible, the estimated amount of the Loss that has been or 3.2 (an “Indemnified Party”) of written notice of any investigation, claim, proceeding or other action in respect of which indemnification is being sought (each, a “Claim”), may be suffered by the Indemnified Party promptly shall notify and any other Buyer Indemnified Party or Seller Indemnified Party, as applicable. No delay in or failure to give a Claims Notice by the Person against whom indemnification pursuant Indemnified Party to Sections 3.1 and/or 3.2 is being sought (the “Indemnifying Party”) of the commencement thereof; but the omission to so notify the Indemnifying Party pursuant to this Section 10.3(a) shall not relieve it from adversely affect any liability of the other rights or remedies that it otherwise may have to the Indemnified Party or any other Buyer Indemnified Party or Seller Indemnified Party, as applicable, has under this Agreement or alter or relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party or any other Buyer Indemnified Party or Seller 39 Indemnified Party, as applicable, except to the extent that such delay or failure has increased the Indemnifying Party is materially Loss or prejudiced and forfeits substantive rights and defenses by reason of such failure. In connection with any Claim as to which both the Indemnifying Party and the Indemnified Party are parties, the Indemnifying Party shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim by the Indemnifying Party, the Indemnified Party shall have the right to employ separate legal counsel and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (i) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (ii) the Indemnified Party shall reasonably have concluded that representation of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (iii) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding sentence, the fees, costs and expenses of such legal counsel shall be borne exclusively by the Indemnified Party. Except as provided above, the Indemnifying Party shall not, in connection with any Claim in the same jurisdiction, be liable for the fees and expenses of more than one firm of counsel for the Indemnified Party (together with appropriate local counsel). The Indemnified Party shall not, without the prior written consent of the Indemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment that does not include an unconditional release of the Indemnifying Party from all liabilities with respect to such Claim or judgment or contain any admission of wrongdoing.

Notice of Claims. Promptly after receipt by a Person (a) Any Buyer Group Member or Seller Group Member (the "Indemnified Party") seeking indemnification pursuant hereunder shall give to Section 3.1 the party obligated to provide indemnification to such Indemnified Party (the "Indemnitor") a notice (a "Claim Notice") describing in reasonable detail the facts giving rise to any claim for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or 3.2 (an “Indemnified Party”) the method of written notice computation of any investigation, the amount of such claim, proceeding and a reference to the provision of this Agreement or any other action agreement, document or instrument executed hereunder or in connection herewith upon which such claim is based; provided, that (i) a Claim Notice in respect of any action at law or suit in equity by or against a third Person as to which indemnification will be sought shall be given promptly after the action or suit is being sought commenced; and (each, a “Claim”), the Indemnified Party promptly shall notify the Person against whom indemnification pursuant ii) failure to Sections 3.1 and/or 3.2 is being sought (the “Indemnifying Party”) of the commencement thereof; but the omission to so notify the Indemnifying Party give such notice shall not relieve it from any liability that it otherwise may have to the Indemnified Party, Indemnitor of its obligations hereunder except to the extent that the Indemnifying Party is it shall have been materially prejudiced and forfeits substantive rights and defenses by reason of such failure. . (b) In connection with calculating any Claim as Loss or Expense there shall be deducted (i) any insurance recovery in respect thereof (and no right of subrogation shall accrue hereunder to which both any insurer, and (ii) the Indemnifying Party and amount of any tax benefit to the Indemnified Party are parties(or any of its Affiliates) with respect to such Loss or Expense (after giving effect to the tax effect of receipt of the indemnification payments). (c) After the giving of any Claim Notice pursuant hereto, the Indemnifying amount of indemnification to which an Indemnified Party shall be entitled to assume under this Article X shall be determined: (i) by the defense thereof. Notwithstanding written agreement between the assumption of Indemnified Party and the defense Indemnitor; (ii) by a final judgment or decree of any Claim court of competent jurisdiction; or (iii) by any other means to which the Indemnifying PartyIndemnified Party and the Indemnitor shall agree. The judgment or decree of a court shall be deemed final when the time for appeal, the if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. The Indemnified Party shall have the right to employ separate legal counsel burden of proof in establishing the amount of Loss and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if Expense suffered by it. (and only if): (id) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (ii) the Indemnified Party shall reasonably have concluded that representation of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (iii) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding sentence, the fees, costs and expenses of such legal counsel shall be borne exclusively by the Indemnified Party. Except as provided above, the Indemnifying Party shall not, in connection with any Claim in the same jurisdiction, be liable for the fees and expenses of more than one firm of counsel for the Indemnified Party (together with appropriate local counsel). The Indemnified Party shall not, without the prior written consent of the Indemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment that does not include an unconditional release of the Indemnifying Party from all liabilities Any indemnification payment hereunder with respect to any Loss or Expense shall be an amount which is sufficient to compensate the indemnified party for the amount of such Claim Loss or judgment Expense, after taking into account all increases in federal, state, local, foreign or contain other Taxes payable by the indemnified party as a result of the receipt of such payment (by reason of such payment being included in income, resulting in a reduction of tax basis, or otherwise increasing such Taxes payable by the indemnified party at any admission of wrongdoingtime).

Notice of Claims. Promptly after receipt by a Person seeking indemnification pursuant to Section 3.1 (a) Any Buyer Group Member or 3.2 Seller Group Member (an the “Indemnified Party”) seeking indemnification hereunder shall give to the party obligated to provide indemnification (and if such party is the Company, to Parent as well) to such Indemnified Party (the “Indemnitor”), as soon as reasonably practicable, a notice (a “Claim Notice”) describing in reasonable detail the facts giving rise to any claim for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of written notice computation of any investigation, the amount of such claim, proceeding and a reference to the provision of this Agreement or any other action agreement, document or instrument executed hereunder or in connection herewith upon which such claim is based; provided, that a Claim Notice in respect of any pending or threatened action at law or suit in equity by a third Person as to which indemnification is being will be sought (each, each such action or suit being a “Third Person Claim”), ) shall be given promptly after the Indemnified Party promptly shall notify the Person against whom indemnification pursuant action or suit is commenced or threatened in writing; provided further that failure to Sections 3.1 and/or 3.2 is being sought (the “Indemnifying Party”) of the commencement thereof; but the omission to so notify the Indemnifying Party give such notice shall not relieve it from any liability that it otherwise may have to the Indemnified Party, Indemnitor of its obligations hereunder except to the extent that the Indemnifying Party is materially it shall have been prejudiced and forfeits substantive rights and defenses by reason of such failure. In connection with . (b) After the giving of any Claim as Notice pursuant hereto, the amount of indemnification to which both the Indemnifying Party and the an Indemnified Party are parties, the Indemnifying Party shall be entitled to assume under this Article X shall be determined: (i) by the defense thereof. Notwithstanding written agreement between the assumption Indemnified Party and the Indemnitor (and, if the Indemnitor is the Company, with the written agreement of the defense Parent); (ii) by a final judgment or decree of any Claim court of competent jurisdiction, (iii) by an Award; or (iv) by any other means to which the Indemnifying PartyIndemnified Party and the Indemnitor shall agree (and, if the Indemnitor is the Company, with the written agreement of Parent). The judgment or decree of a court shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. The Indemnified Party shall have the right to employ separate legal counsel burden of proof in establishing the amount of Loss and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (i) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (ii) the Indemnified Party shall reasonably have concluded that representation of the Indemnified Party Expense suffered by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (iii) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding sentence, the fees, costs and expenses of such legal counsel shall be borne exclusively by the Indemnified Party. Except as provided above, the Indemnifying Party shall not, in connection with any Claim in the same jurisdiction, be liable for the fees and expenses of more than one firm of counsel for the Indemnified Party (together with appropriate local counsel). The Indemnified Party shall not, without the prior written consent of the Indemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment that does not include an unconditional release of the Indemnifying Party from all liabilities with respect to such Claim or judgment or contain any admission of wrongdoingit.

Notice of Claims. Promptly after receipt by a Person (a) Fjord or Fjord Subsidiaries (the "Indemnified Party") seeking indemnification pursuant hereunder shall give to Section 3.1 the party obligated to provide indemnification to such Indemnified Party (the "Indemnitor") a notice (a "Claim Notice") describing in reasonable detail the facts giving rise to any claim for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or 3.2 the method of computation of the amount of such claim, and a reference to the provision of this Agreement or any other agreement, document or instrument executed hereunder or in connection herewith upon which such claim is based; provided, however, that (an “i) a Claim Notice shall be given as soon as reasonably practicable after the matter to which it relates is identified by the Indemnified Party”; and (ii) of written failure to give such notice of any investigation, claim, proceeding or other action in respect of which indemnification is being sought (each, a “Claim”), the Indemnified Party promptly shall notify the Person against whom indemnification pursuant to Sections 3.1 and/or 3.2 is being sought (the “Indemnifying Party”) of the commencement thereof; but the omission to so notify the Indemnifying Party shall not relieve it from any liability that it otherwise may have to the Indemnified Party, Indemnitor of its obligations hereunder except to the extent that the Indemnifying Party is materially it shall have been prejudiced and forfeits substantive rights and defenses by reason of such failure. In connection with . (b) After the giving of any Claim as Notice pursuant hereto, the amount of indemnification to which both the Indemnifying Party and the an Indemnified Party are parties, the Indemnifying Party shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim under this Article XI shall be determined: (i) by the Indemnifying Party, written agreement between the Indemnified Party shall have the right to employ separate legal counsel and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel Indemnitor; or (ii) by any other means to which the Indemnified Party if and the Indemnitor shall agree (and only if): (i) including the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (ii) the Indemnified Party shall reasonably have concluded that representation of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties arbitration provision contained in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (iii) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding sentence, the fees, costs and expenses of such legal counsel shall be borne exclusively by the Indemnified Party. Except as provided above, the Indemnifying Party shall not, in connection with any Claim in the same jurisdiction, be liable for the fees and expenses of more than one firm of counsel for the Indemnified Party (together with appropriate local counselSection 13.9 hereof). The Indemnified Party shall not, without have the prior written consent burden of proof in establishing the Indemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry amount of any judgment that does not include an unconditional release of the Indemnifying Party from all liabilities with respect to such Claim or judgment or contain any admission of wrongdoingLosses and Expenses suffered by it.

Notice of Claims. Promptly after receipt by a Person seeking indemnification pursuant to Section 3.1 (a) Any Buyer Group Member or 3.2 Seller Group Member (an the “Indemnified Party”) seeking indemnification hereunder shall give to the party obligated to provide indemnification to such Indemnified Party (the “Indemnitor”) a notice (a “Claim Notice”) describing the facts giving rise to any claim for indemnification hereunder and shall include in such Claim Notice (if then known by the Indemnified Party) the amount or the method of written notice computation of any investigation, the amount of such claim, proceeding and a reference to the provision of this Agreement or any other action agreement, document or instrument executed hereunder or in connection herewith upon which such claim is based; provided, that a Claim Notice in respect of any pending or threatened action at law or suit in equity by or against a third Person as to which indemnification is being will be sought (each, each such action or suit being a “Third Person Claim”), ) shall be given promptly after the Indemnified Party promptly shall notify the Person against whom indemnification pursuant action or suit is commenced; provided further that failure to Sections 3.1 and/or 3.2 is being sought (the “Indemnifying Party”) of the commencement thereof; but the omission to so notify the Indemnifying Party give such notice shall not relieve it from any liability that it otherwise may have to the Indemnified Party, Indemnitor of its obligations hereunder except to the extent that the Indemnifying Party is materially it shall have been prejudiced and forfeits substantive rights and defenses by reason of such failure. In connection with . (b) After the giving of any Claim as Notice pursuant hereto, the amount of indemnification to which both the Indemnifying Party and the an Indemnified Party are parties, the Indemnifying Party shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim under this Article XI shall be determined: (i) by the Indemnifying Party, written agreement between the Indemnified Party shall have the right to employ separate legal counsel and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (i) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, Indemnitor; (ii) the Indemnified Party shall reasonably have concluded that representation by a final judgment or decree of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct any court of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, competent jurisdiction; or (iii) the Indemnifying Party shall have failed by any other means to employ legal counsel reasonably satisfactory to which the Indemnified Party within and the Indemnitor shall agree. The judgment or decree of a reasonable period of time after notice of the commencement of such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding sentence, the fees, costs and expenses of such legal counsel court shall be borne exclusively by deemed final when the Indemnified Party. Except as provided abovetime for appeal, the Indemnifying Party if any, shall not, have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. (c) In calculating any Loss or Expense there shall be deducted any insurance recovery in connection with respect thereof (and no right of subrogation shall accrue hereunder to any Claim in the same jurisdiction, be liable for the fees and expenses of more than one firm of counsel for the Indemnified Party (together with appropriate local counselinsurer). The Indemnified Party shall not, without the prior written consent of the Indemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment that does not include an unconditional release of the Indemnifying Party from all liabilities with respect to such Claim or judgment or contain any admission of wrongdoing.

Notice of Claims. Promptly after receipt by a Person (a) Any Optionee Group Member or Seller Group Member seeking indemnification pursuant to Section 3.1 or 3.2 hereunder (an “the "Indemnified Party”") of shall give promptly to the party obligated to provide indemnification to such Indemnified Party (the "Indemnitor") a written notice (a "Claim Notice") describing in reasonable detail the facts giving rise to the claim for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement or any other agreement, document or instrument executed hereunder or in connection herewith upon which such claim is based. The failure of any investigation, claim, proceeding or other action in respect of which indemnification is being sought (each, a “Claim”), the Indemnified Party to give the Claim Notice promptly shall notify the Person against whom indemnification pursuant to Sections 3.1 and/or 3.2 is being sought (the “Indemnifying Party”) of the commencement thereof; but the omission to so notify the Indemnifying Party as required by this Section 10.3 shall not relieve it from any liability that it otherwise may have to the affect such Indemnified Party, 's rights under this Article X except to the extent that such failure is actually prejudicial to the Indemnifying Party is materially prejudiced and forfeits substantive rights and defenses by reason obligations of such failure. In connection with the Indemnitor. (b) After the giving of any Claim as Notice pursuant hereto, the amount of indemnification to which both the Indemnifying Party and the an Indemnified Party are parties, the Indemnifying Party shall be entitled to assume under this Article X shall be determined: (i) by the defense thereof. Notwithstanding written agreement between the assumption of Indemnified Party and the defense Indemnitor; (ii) by a final judgment or decree of any Claim court of competent jurisdiction; or (iii) by any other means to which the Indemnifying PartyIndemnified Party and the Indemnitor shall agree. The judgment or decree of a court shall be deemed final when the time for appeal, the if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. The Indemnified Party shall have the right to employ separate legal counsel burden of proof in establishing the amount of Losses and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (i) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (ii) the Indemnified Party shall reasonably have concluded that representation of the Indemnified Party Expenses suffered by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (iii) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding sentence, the fees, costs and expenses of such legal counsel shall be borne exclusively by the Indemnified Party. Except as provided above, the Indemnifying Party shall not, in connection with any Claim in the same jurisdiction, be liable for the fees and expenses of more than one firm of counsel for the Indemnified Party (together with appropriate local counsel). The Indemnified Party shall not, without the prior written consent of the Indemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment that does not include an unconditional release of the Indemnifying Party from all liabilities with respect to such Claim or judgment or contain any admission of wrongdoingit.

Notice of Claims. Promptly after receipt Any Indemnified Party wishing to assert a right to indemnification under this Agreement against an Indemnifying Party with respect to any action, suit, claim or other legal proceeding made or brought against such Indemnified Party by any Person who is neither a Person seeking indemnification pursuant to Section 3.1 or 3.2 Party, an Affiliate of a Party, nor a Representative of any of the foregoing (an a “Indemnified PartyThird Party Claim”) of written notice of any investigation, claim, proceeding or other action in respect of which indemnification is being sought (each, a “Claim”), the Indemnified Party promptly shall notify the Person against whom indemnification pursuant to Sections 3.1 and/or 3.2 is being sought (the “Indemnifying Party”) of the commencement thereof; but the omission to so notify give the Indemnifying Party written notice thereof promptly after receiving notice of the assertion or commencement of the Third Party Claim; provided, however, that the failure to give such prompt written notice shall not relieve it from any liability that it otherwise may have to the Indemnified Party, Indemnifying Party of its indemnification obligations hereunder except to the extent that the Indemnifying Party is materially prejudiced and forfeits substantive rights and defenses by reason can demonstrate actual material loss or prejudice as a result of such failure. In connection with any Claim as to which both the Indemnifying Party and Such notice by the Indemnified Party are partiesshall (i) describe the nature and basis for the Third Party Claim in reasonable detail, (ii) indicate the Indemnifying Party shall be entitled to assume the defense thereof. Notwithstanding the assumption amount or estimated amount, if reasonably practicable, of the defense of any Claim Loss that has been or may be sustained by the Indemnifying Indemnified Party, (iii) identify each provision of this Agreement under which the claim of right to indemnification is made, (iv) include copies of all material written evidence and correspondence thereof or with respect thereto, (v) describe all claims, and the status of such claims, if any, for insurance coverage as contemplated in Section 7.5.1, and (vi) describe what actions, if any, the Indemnified Party shall have the right has taken to employ separate legal counsel and to participate mitigate any asserted Loss as contemplated in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (i) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (ii) the Indemnified Party shall reasonably have concluded that representation of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (iii) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding sentence, the fees, costs and expenses of such legal counsel shall be borne exclusively by the Indemnified Party. Except as provided above, the Indemnifying Party shall not, in connection with any Claim in the same jurisdiction, be liable for the fees and expenses of more than one firm of counsel for the Indemnified Party (together with appropriate local counsel)Section 7.5.4. The Indemnified Party shall not, without the prior written consent of provide to the Indemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry copies of any judgment documentation supporting the Third Party Claim that does not include an unconditional release of is in the Indemnifying Party from all liabilities Indemnified Party’s possession (including with respect to any Tax matters, copies of any notices or correspondence received by the Indemnified Party from, or sent by the Indemnified Party to, any Taxing Authority) promptly following the delivery of the foregoing notice (or coming into possession of such documentation following delivery of the foregoing notice). For the avoidance of doubt, this Section 7.7.1 shall apply with respect to any Third Party Claim or judgment or contain any admission of wrongdoingrelated to Taxes.

Notice of Claims. Promptly after receipt by a Person seeking indemnification pursuant (a) If Parent or any Significant Shareholder believes that it or, with respect to Section 3.1 or 3.2 Parent, the Surviving Corporation (an “along with Parent and the Significant Shareholders, as applicable, the "Indemnified Party”") has suffered or incurred any Loss or incurred any Expense, the Indemnified Party shall so notify the party obligated to provide indemnification to such Indemnified Party (the "Indemnitor") promptly in writing describing such Loss or Expense, the amount thereof, if known, and the method of written notice computation of any investigationsuch Loss or Expense, claim, proceeding all with reasonable particularity and containing a reference to the provisions of this Agreement or other action agreement, instrument or certificate delivered pursuant hereto in respect of which indemnification such Loss or Expense shall have occurred. If any action at law or suit in equity is being sought (each, instituted by or against a “Claim”)third party with respect to which the Indemnified Party intends to claim any liability or expense as Loss or Expense under this Article VIII, the Indemnified Party shall promptly shall notify the Person against whom indemnification pursuant Indemnitor of such action or suit. (b) The amount to Sections 3.1 and/or 3.2 is being sought which an Indemnified Party shall be entitled under this Article VIII shall be determined: (i) by written agreement between the “Indemnifying Party”Indemnified Party and the Indemnitor; (ii) by arbitration in accordance with Section 10.14 hereof; or (iii) by any other means to which the Indemnified Party and the Indemnitor shall agree. The judgment or decree of a court, or binding arbitration award, shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken or when all appeals taken have been finally determined. The Indemnified Party shall have the burden of proof in establishing the amount of the commencement thereof; but Loss and Expense suffered by it. (c) Notwithstanding the omission foregoing, the failure of any person hereto to so notify the Indemnifying Party give any notice described in this Section 8.3 shall not relieve it from any liability that it otherwise may have to the Indemnified Partyparty hereto of its obligations hereunder, except to the extent that the Indemnifying Party is materially such failure shall have prejudiced such party. (d) In calculating any Loss or Expense, there shall be deducted any insurance recovery in respect thereof (and forfeits substantive rights and defenses by reason no right of such failure. In connection subrogation shall accrue hereunder to any insurer). (e) Any indemnification payment under this Article VIII shall be made on an After-Tax Basis. (f) Except with respect to any Claim fraud claims as to which both the Indemnifying Party limitations set forth in this paragraph shall not apply, Parent and the Indemnified Party are partiesSignificant Stockholders shall not be required to indemnify, exculpate and hold the other harmless pursuant to this Article VIII, unless Parent, the Indemnifying Party shall be entitled to assume Surviving Corporation or the defense thereof. Notwithstanding the assumption of the defense of any Claim by the Indemnifying Party, the Indemnified Party shall have the right to employ separate legal counsel and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (i) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (ii) the Indemnified Party shall reasonably have concluded that representation of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual orSignificant Stockholders, as reasonably determined by legal counsel to the Indemnified Partycase may be, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (iiihave asserted a claim(s) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding sentence, the fees, costs and expenses of such legal counsel shall be borne exclusively by the Indemnified Party. Except as provided above, the Indemnifying Party shall not, in connection with any Claim in the same jurisdiction, be liable for the fees and expenses of more than one firm of counsel for the Indemnified Party (together with appropriate local counsel). The Indemnified Party shall not, without the prior written consent of the Indemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment that does not include an unconditional release of the Indemnifying Party from all liabilities with respect to such Claim or judgment or contain any admission of wrongdoingmatters in accordance with the procedures set forth herein within twelve (12) months from the Effective Date.

Notice of Claims. Promptly after receipt by (a) If Purchaser or XXXX believes that any of the persons indemnified under this Article 6 has suffered or incurred any Loss or incurred any Expense, Purchaser or XXXX shall so notify the other promptly in writing describing such Loss or Expense, the amount thereof, if known, and the method of computation of such Loss or Expense, all with reasonable particularity and containing a Person seeking indemnification pursuant reference to Section 3.1 or 3.2 (an “Indemnified Party”) the provisions of written notice of any investigation, claim, proceeding this Agreement or other action agreement, instrument or certificate delivered pursuant hereto in respect of which indemnification is being sought (eachsuch Loss or Expense shall have occurred, a “Claim”), except that the Indemnified Party promptly shall notify the Person against whom indemnification pursuant to Sections 3.1 and/or 3.2 is being sought (the “Indemnifying Party”) of the commencement thereof; but the omission failure to so notify the Indemnifying Party shall not relieve it from any liability that it otherwise may have a party of its obligations to the Indemnified Partyindemnify, except to the extent that its rights hereunder are materially prejudiced. If any action at law or suit in equity is instituted by or against a third party with respect to which any of the Indemnifying Party is materially prejudiced and forfeits substantive rights and defenses by reason indemnified persons intends to claim any liability or expense as Loss or Expense under this Article 6, any such indemnified person shall promptly notify the indemnifying party of such failure. In connection with any Claim as action or suit. (b) The amount to which both the Indemnifying Party and the Indemnified Party are parties, the Indemnifying Party an indemnified person shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim under this Article 6 shall be determined by the Indemnifying Party, written agreement between the Indemnified Party shall have the right to employ separate legal counsel and to participate in the defense of such Claim, indemnified person and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (i) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (ii) the Indemnified Party shall reasonably have concluded that representation of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (iii) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of such Claimindemnifying party. If the Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding sentenceparties are unable to agree upon such amount, the fees, costs indemnifying party shall pay that amount agreed upon between the parties and expenses of such legal counsel the remainder shall be borne exclusively by the Indemnified Party. Except determined as provided above, the Indemnifying Party shall not, in connection with any Claim in the same jurisdiction, be liable for the fees and expenses of more than one firm of counsel for the Indemnified Party (together with appropriate local counsel). The Indemnified Party shall not, without the prior written consent of the Indemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment that does not include an unconditional release of the Indemnifying Party from all liabilities with respect to such Claim or judgment or contain any admission of wrongdoingSection 7.14 hereto.

Notice of Claims. Promptly after receipt by a Person (a) Any Party seeking indemnification pursuant to Section 3.1 or 3.2 hereunder (an the “Indemnified Party”) of written notice of any investigation, claim, proceeding or other action in respect of which shall give promptly to the party obligated to provide indemnification is being sought (each, a “Claim”), the to such Indemnified Party promptly shall notify the Person against whom indemnification pursuant to Sections 3.1 and/or 3.2 is being sought (the “Indemnifying PartyIndemnitor”) a written notice (a “Claim Notice”) describing in reasonable detail, to the extent then known, (i) the facts giving rise to the claim for indemnification hereunder, (ii) the amount or the method of computation of the commencement thereof; but amount of such claim, and (iii) a reference to the omission provision of this Agreement or any other agreement, document or instrument executed hereunder or in connection herewith upon which such claim is based. For purposes of this Section 10.4 and 10.5, (i) if the Shareholders and the SEU Holders comprise the Indemnitor, any references to so notify the Indemnifying Party Indemnitor (except provisions relating to an obligation to make any payments) shall not relieve it from any liability that it otherwise may have be deemed to refer to the Transaction Representative, and (ii) if the Shareholders and the SEU Holders comprise the Indemnified Party, any references to the Indemnified Party (except provisions relating to an obligation to make or a right to receive any payments) shall be deemed to refer to the Transaction Representative. The failure to give a Claim Notice shall not waive an Indemnified Party’s right to indemnification except to the extent that the Indemnifying Party is materially prejudiced and forfeits substantive rights and defenses of any damage, liability or prejudice caused by reason or arising out of such failure. In connection with . (b) After the giving of any Claim as Notice pursuant hereto, the amount of indemnification to which both the Indemnifying Party and the an Indemnified Party are parties, the Indemnifying Party shall be entitled to assume under this Article 10 shall be determined: (i) by the defense thereof. Notwithstanding written agreement between the assumption Indemnified Party and the Indemnitor; (ii) by a final and binding decision of the defense Arbitrator or the Appellate Arbitrators in accordance with Section 10.4(b); or (iii) by any other means to which the Indemnified Party and the Indemnitor shall agree in writing. The decision of any Claim by the Indemnifying PartyArbitrator shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken, and the decision of the Appellate Arbitrators shall be deemed final when all appeals taken shall have been finally determined. The Indemnified Party shall have the right to employ separate legal counsel and to participate burden of proof in establishing the defense amount of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel Losses suffered by it. All amounts due to the Indemnified Party as so finally determined shall be paid by wire transfer within ten (10) days after such final determination; provided, that, if the Indemnitor is a Shareholder or SEU Holder, and such amounts are to be paid solely from the Escrowed Funds in accordance with the provisions of Section 10.2, such amounts due shall be disbursed from the Escrowed Funds (to the extent thereof), and only if): (i) none of the Indemnifying Party Shareholders or the SEU Holders shall have agreed to pay such fees, costs and expenses, (ii) the Indemnified Party shall reasonably have concluded that representation of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel any additional liability or obligation to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (iii) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding sentence, the fees, costs and expenses of such legal counsel shall be borne exclusively by the Indemnified Party. Except as provided above, the Indemnifying Party shall not, in connection with any Claim in the same jurisdiction, be liable for the fees and expenses of more than one firm of counsel for the Indemnified Party (together with appropriate local counsel). The Indemnified Party shall not, without the prior written consent of the Indemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment that does not include an unconditional release of the Indemnifying Party from all liabilities with respect to such Claim or judgment or contain any admission of wrongdoing.

Notice of Claims. Promptly after receipt by a Person seeking indemnification pursuant to Section 3.1 (a) any Parent Group Member, Company Group Member or 3.2 Company Stockholder Group Member (each, as applicable, an “Indemnified Party”) seeking indemnification hereunder shall give to the party obligated to provide indemnification to such Indemnified Party (the “Indemnitor”) a notice (a “Claim Notice”) describing in reasonable detail the facts giving rise to any claim for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of written notice computation of any investigation, the amount of such claim, proceeding and a reference to the provision of this Agreement or any other action agreement, document or instrument executed hereunder or in connection herewith upon which such claim is based; provided, that (i) a Claim Notice in respect of any action at law or suit in equity by or against a third Person as to which indemnification will be sought shall be given promptly after the action or suit is being sought commenced; and (each, a “Claim”), the Indemnified Party promptly shall notify the Person against whom indemnification pursuant ii) failure to Sections 3.1 and/or 3.2 is being sought (the “Indemnifying Party”) of the commencement thereof; but the omission to so notify the Indemnifying Party give such notice shall not relieve it from any liability that it otherwise may have to the Indemnified Party, Indemnitor of its obligations hereunder except to the extent that it shall have been prejudiced by such failure or it shall not have been delivered within 30 days following the Indemnifying Party is materially prejudiced and forfeits substantive rights and defenses by reason Survival Date. (b) After the giving of such failure. In connection with any Claim as Notice pursuant hereto, the amount of indemnification to which both the Indemnifying Party and the an Indemnified Party are parties, the Indemnifying Party shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim under this Article IX shall be determined: (i) by the Indemnifying Party, written agreement between the Indemnified Party shall have the right to employ separate legal counsel and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (i) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, Indemnitor; (ii) the Indemnified Party shall reasonably have concluded that representation by a final judgment or decree of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct any court of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, competent jurisdiction; or (iii) the Indemnifying Party shall have failed by any other means to employ legal counsel reasonably satisfactory to which the Indemnified Party within and the Indemnitor shall agree. The judgment or decree of a reasonable period of time after notice of the commencement of such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding sentence, the fees, costs and expenses of such legal counsel court shall be borne exclusively by deemed final when the Indemnified Party. Except time for appeal, if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. (c) To the maximum extent permitted under applicable Law, each party hereto or beneficiary of an indemnification payment made hereunder agrees to report each indemnification payment hereunder as provided above, the Indemnifying Party shall not, in connection with any Claim in the same jurisdiction, be liable for the fees and expenses of more than one firm of counsel for the Indemnified Party (together with appropriate local counsel). The Indemnified Party shall not, without the prior written consent of the Indemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent an adjustment to the entry of any judgment that does not include an unconditional release of the Indemnifying Party from all liabilities with respect to such Claim or judgment or contain any admission of wrongdoingMerger Consideration paid by Parent hereunder for federal income tax purposes.

Notice of Claims. Promptly after receipt by a Person seeking indemnification pursuant to Section 3.1 (a) Any Buyer Group Member or 3.2 Sellers Group Member (each, an “Indemnified Party”) seeking indemnification hereunder (or believing in good faith that it may suffer or incur Losses or Expenses for which it is or may be entitled to indemnification hereunder) shall give to the party obligated to provide indemnification to such Indemnified Party (the “Indemnitor”) prompt notice (a “Claim Notice”) describing in reasonable detail the facts giving rise to any claim for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of computation of the amount of such claim, copies of all written evidence thereof, and a reference to the provision of this Agreement or any other agreement, document or instrument executed hereunder or in connection herewith upon which such claim is based; provided, that a Claim Notice in respect of any pending or threatened action at law or suit in equity by or against a third Person as to which indemnification will be sought (each such action or suit being a “Third Person Claim”) shall be given promptly after the action or suit is commenced and in any event not later than 30 days after the Indemnified Party receives written notice of any investigation, claim, proceeding or other action in respect of which indemnification is being sought (each, a “such Third Person Claim”), the Indemnified Party promptly shall notify the Person against whom indemnification pursuant ; provided further that failure to Sections 3.1 and/or 3.2 is being sought (the “Indemnifying Party”) of the commencement thereof; but the omission to so notify the Indemnifying Party give such notice shall not relieve it from any liability that it otherwise may have to the Indemnified Party, Indemnitor of its obligations hereunder except to the extent that the Indemnifying Party is materially Indemnitor shall have been actually prejudiced and forfeits substantive rights and defenses by reason of such failure. In connection with . (b) After the giving of any Claim as Notice pursuant hereto, the amount of indemnification to which both the Indemnifying Party and the an Indemnified Party are parties, the Indemnifying Party shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim under this Article XI shall be determined: (i) by the Indemnifying Party, written agreement between the Indemnified Party shall have the right to employ separate legal counsel and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (i) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, Indemnitor; (ii) the Indemnified Party shall reasonably have concluded that representation of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due pursuant to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, Section 13.15; or (iii) the Indemnifying Party shall have failed by any other means to employ legal counsel reasonably satisfactory to which the Indemnified Party within and the Indemnitor shall agree. The judgment or decree of a reasonable period of time after notice of the commencement of such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding sentence, the fees, costs and expenses of such legal counsel court shall be borne exclusively by deemed final when the Indemnified Party. Except as provided abovetime for appeal, the Indemnifying Party if any, shall not, in connection with any Claim in the same jurisdiction, be liable for the fees have expired and expenses of more than one firm of counsel for the Indemnified Party (together with appropriate local counsel). The Indemnified Party no appeal shall not, without the prior written consent of the Indemnifying Party (which consent have been taken or when all appeals taken shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment that does not include an unconditional release of the Indemnifying Party from all liabilities with respect to such Claim or judgment or contain any admission of wrongdoinghave been finally determined.

Notice of Claims. Promptly after receipt by a (a) Any Person seeking indemnification pursuant to Section 3.1 or 3.2 hereunder (an the “Indemnified Party”) of written notice of any investigation, claim, proceeding or other action in respect of which shall give promptly to the Party obligated to provide indemnification is being sought (each, a “Claim”), the to such Indemnified Party promptly shall notify the Person against whom indemnification pursuant to Sections 3.1 and/or 3.2 is being sought (the “Indemnifying PartyIndemnitor”) a written notice (a “Claim Notice”) describing in reasonable detail the facts giving rise to the claim for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of computation of the commencement thereofamount of such claim, and a reference to the provision of this Agreement or any other agreement, document or instrument executed hereunder or in connection herewith upon which such claim is based; but provided, however, that the omission failure of any Indemnified Party to so notify the Indemnifying Party give such notices promptly shall not relieve it from any liability that it otherwise may have to the Indemnified PartyIndemnitor of its obligations under this ARTICLE 9, except to the extent that the Indemnifying Party defense of such Action is materially and irrevocably prejudiced and forfeits substantive rights and defenses by reason the Indemnified Party’s failure to give such notice. (b) After the giving of such failure. In connection with any Claim as Notice pursuant hereto, the amount of indemnification to which both the Indemnifying Party and the an Indemnified Party are parties, the Indemnifying Party shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim under this ARTICLE 9 shall be determined: (i) by the Indemnifying Partywritten agreement between the Indemnified Party and the Indemnitor; or (ii) by any other means to which the Indemnified Party and the Indemnitor shall agree. The judgment or decree of a court shall be deemed final when the time for appeal, the if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. The Indemnified Party shall have the right to employ separate legal counsel and to participate burden of proof in establishing the defense amount of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel Losses suffered by it. All amounts due to the Indemnified Party if as so finally determined shall be paid within thirty (and only if): 30) days after such final determination by Indemnitor. In the event that the Indemnitor is a Seller then such amounts shall be paid on a Pro Rata Share basis by: (i) at the Indemnifying election of such Seller, the Right of Set Off of requisite amounts from the Buyer Notes or by wire transfer of immediately available funds to an account or accounts specified by the Indemnified Party shall have agreed to pay such fees, costs and expenses, or (ii) solely in the Indemnified Party shall reasonably have concluded event that representation no Buyer Notes are available for set off, the payment of the Indemnified Party such Seller’s Pro Rata Share by the Indemnifying Party wire transfer of immediately available funds to an account or accounts specified by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties but in the conduct of the defense of such Claim, or if there may be legal defenses available each case subject to the Indemnified Party limitations herein set forth. In the event that are in addition to or disparate from those available to the Indemnifying Party, or (iii) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of Indemnitor is Buyer then such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding sentence, the fees, costs and expenses of such legal counsel amounts shall be borne exclusively paid by wire transfer of immediately available funds to an account or accounts specified by the Indemnified Party. Except as provided above, the Indemnifying Party shall not, in connection with any Claim in the same jurisdiction, be liable for the fees and expenses of more than one firm of counsel for the Indemnified Party (together with appropriate local counsel). The Indemnified Party shall not, without the prior written consent of the Indemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment that does not include an unconditional release of the Indemnifying Party from all liabilities with respect to such Claim or judgment or contain any admission of wrongdoing.

Notice of Claims. Promptly after receipt by a Person (a) Any party (the “Indemnitee”) seeking indemnification pursuant hereunder shall give to Section 3.1 or 3.2 the party obligated to provide indemnification to such Indemnitee (an the “Indemnified PartyIndemnitor”) a notice (a “Claim Notice”) describing in reasonable detail the facts giving rise to any claim for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of written notice computation of the amount of such claim and a reference to the provision of this Agreement or any investigationother agreement, claimdocument, proceeding or other action instrument executed hereunder or in connection herewith upon which such claim is based. A Claim Notice in respect of any action at law or suit in equity by or against a third person as to which indemnification will be sought shall be given promptly after the action or suit is being sought (eachcommenced, a “Claim”), the Indemnified Party promptly shall notify the Person against whom indemnification pursuant but failure to Sections 3.1 and/or 3.2 is being sought (the “Indemnifying Party”) of the commencement thereof; but the omission to so notify the Indemnifying Party give such notice shall not relieve it from any liability that it otherwise may have to the Indemnified Party, Indemnitor of its obligations hereunder except to the extent that the Indemnifying Party is materially Indemnitor shall have been prejudiced and forfeits substantive rights and defenses by reason of such failure. In connection with . (b) After the giving of any Claim as Notice pursuant hereto, the amount of indemnification to which both an Indemnitee shall be entitled under this Article 12 shall be determined: (i) by written agreement between the Indemnifying Party Indemnitee and the Indemnified Party are partiesIndemnitor; (ii) by a final decision of the arbitrator in an arbitration conducted pursuant to section 13.2; (iii) by a final judgment or decree of any court of competent jurisdiction; or (iv) by any other means to which the Indemnitee and the Indemnitor shall agree. The decision of an arbitrator or the judgment or decree of a court shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. The Indemnitee shall have the burden of proof in establishing the amount of Losses suffered by it. (c) In calculating any Loss there shall be deducted any insurance recovery in respect thereof and, to the extent permitted by the applicable insurance policy, the Indemnifying Party Indemnitee shall secure a waiver of all rights of subrogation of any insurer. Any Indemnitee shall be entitled to assume indemnification in respect of any Loss notwithstanding the defense thereof. Notwithstanding availability of and before the assumption receipt of the defense proceeds of any Claim by insurance claim, but the Indemnifying Party, the Indemnified Party Indemnitee shall have the right to employ separate legal counsel and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel promptly pay over to the Indemnified Party if (and only if): (i) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (ii) the Indemnified Party shall reasonably have concluded Indemnitor any insurance proceeds subsequently received that representation of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel relate to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (iii) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding sentence, the fees, costs and expenses of such legal counsel shall be borne exclusively by the Indemnified Party. Except as provided above, the Indemnifying Party shall not, in connection with any Claim in the same jurisdiction, be liable for the fees and expenses of more than one firm of counsel for the Indemnified Party (together with appropriate local counsel). The Indemnified Party shall not, without the prior written consent of the Indemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment that does not include an unconditional release of the Indemnifying Party from all liabilities Loss with respect to such Claim or judgment or contain any admission of wrongdoingwhich the Indemnitor has previously indemnified the Indemnitee.

Notice of Claims. Promptly after receipt by a Person seeking indemnification pursuant to Section 3.1 or 3.2 (an “Indemnified Party”) PTC Indemnitee of written notice of any investigation, claim, complaint by a third party or the commencement of any action or proceeding or other action in respect of which indemnification is being sought by a third party (each, a “"Third-Party Claim”)") that may result in a Loss with respect to which such PTC Indemnitee may claim indemnification under this Section 8, the Indemnified PTC Indemnitee shall give written notice (a "Third-Party promptly shall notify Demand") to the Person against whom Stockholder Representative on behalf of the Securityholders obligated to provide indemnification under this Section 8 (each, an "Indemnifying Party") and to the Escrow Agent. In the event any PTC Indemnitee seeks indemnification pursuant to Sections 3.1 this Section 8 other than in connection with a Third-Party Claim, such PTC Indemnitee shall send a written notice of the respective Loss, or of any circumstance that with the lapse of time and/or 3.2 is being sought the occurrence of any other event or circumstance, may give rise to a Loss (together with any Third-Party Demand, a "Demand") to the “Stockholder Representative on behalf of the Indemnifying Party”Parties and to the Escrow Agent. Any Demand delivered pursuant to this Section 8.3(a) shall (i) describe the basis for such Demand in reasonable detail and (ii) indicate the amount (reasonably estimated, if appropriate) of the commencement thereof; but Loss that has been or may be suffered by the omission PTC Indemnitee. No delay or failure to so notify the give any such notice by any PTC Indemnitee shall relieve any Indemnifying Party shall not relieve it from any liability obligation hereunder or otherwise prejudice any claim capable of being made against the Escrow Funds (provided that it otherwise may have to such Demand is made before the Indemnified PartyClaims Termination Date), except to the extent that the Indemnifying Party is materially prejudiced and forfeits substantive rights and defenses by reason of such failure. In connection with any Claim as to which both the Indemnifying Party and the Indemnified Party are parties, the Indemnifying Party shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim by the Indemnifying Party, the Indemnified Party shall have the right to employ separate legal counsel and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (i) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (ii) the Indemnified Party shall reasonably have concluded that representation of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (iii) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding sentence, the fees, costs and expenses of such legal counsel shall be borne exclusively by the Indemnified Party. Except as provided above, the Indemnifying Party shall not, in connection with any Claim in the same jurisdiction, be liable for the fees and expenses of more than one firm of counsel for the Indemnified Party (together with appropriate local counsel). The Indemnified Party shall not, without the prior written consent of the Indemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment that does not include an unconditional release of the Indemnifying Party from all liabilities with respect to such Claim or judgment or contain any admission of wrongdoingthereby.

Notice of Claims. Promptly after receipt by a Person seeking indemnification pursuant to Section 3.1 (a) Any Buyer Group Member or 3.2 Seller Group Member (an the “Indemnified Party”) seeking indemnification hereunder shall give to the party obligated to provide indemnification to such Indemnified Party (the “Indemnitor”) a notice (a “Claim Notice”) describing in reasonable detail the facts giving rise to any claim for indemnification hereunder and shall include in such Claim Notice (if then known and, if not then known, a reasonable estimate thereof) the amount or the method of written notice computation of any investigation, the amount of such claim, proceeding and a reference to the provision of this Agreement or any other action agreement, document or instrument executed hereunder or in connection herewith upon which such claim is based; provided, that a Claim Notice in respect of any action at law or suit in equity by or against a third Person as to which indemnification will be sought shall be given promptly after the action or suit is being sought (each, a “Claim”), the Indemnified Party promptly shall notify the Person against whom indemnification pursuant commenced; provided further that failure to Sections 3.1 and/or 3.2 is being sought (the “Indemnifying Party”) of the commencement thereof; but the omission to so notify the Indemnifying Party give such notice shall not relieve it from any liability that it otherwise may have to the Indemnified Party, Indemnitor of its obligations hereunder except to the extent that the Indemnifying Party is materially it shall have been prejudiced and forfeits substantive rights and defenses by reason of such failure. In connection with . (b) After the giving of any Claim as Notice pursuant hereto, the amount of indemnification to which both the Indemnifying Party and the an Indemnified Party are parties, the Indemnifying Party shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim under this Article VIII shall be determined (i) by the Indemnifying Partywritten agreement between the Indemnified Party and the Indemnitor; (ii) pursuant to Section 9.18 and, if necessary, Section 9.19; or (iii) by any other means to which the Indemnified Party and the Indemnitor shall agree. The judgment or decree of a court shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. The Indemnified Party shall have the right to employ separate legal counsel burden of proof in establishing the amount of Loss and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (i) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (ii) the Indemnified Party shall reasonably have concluded that representation of the Indemnified Party Expense suffered by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (iii) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding sentence, the fees, costs and expenses of such legal counsel shall be borne exclusively by the Indemnified Party. Except as provided above, the Indemnifying Party shall not, in connection with any Claim in the same jurisdiction, be liable for the fees and expenses of more than one firm of counsel for the Indemnified Party (together with appropriate local counsel). The Indemnified Party shall not, without the prior written consent of the Indemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment that does not include an unconditional release of the Indemnifying Party from all liabilities with respect to such Claim or judgment or contain any admission of wrongdoingit.

Notice of Claims. Promptly after receipt by a Person (a) Any party (the "Indemnified Party") seeking indemnification pursuant under this Article X shall give to Section 3.1 the party obligated to provide indemnification to such Indemnified Party (the "Indemnitor") a notice (a "Claim Notice") describing in reasonable detail the facts giving rise to any claim for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or 3.2 (an “Indemnified Party”) the method of written notice computation of any investigation, the amount of such claim, proceeding and a reference to the provision of this Agreement or other action any agreement, document or instrument executed pursuant hereto or in connection herewith upon which such claim is based; provided, that a Claim Notice in respect of any action at law or suit in equity by or against a third Person as to which indemnification will be sought shall be given promptly after the action or suit is being sought (each, a “Claim”), the Indemnified Party promptly shall notify the Person against whom indemnification pursuant commenced; provided further that failure to Sections 3.1 and/or 3.2 is being sought (the “Indemnifying Party”) of the commencement thereof; but the omission to so notify the Indemnifying Party give such notice shall not relieve it from any liability that it otherwise may have to the Indemnified Party, Indemnitor of its obligations hereunder except to the extent that the Indemnifying Party is materially it shall have been prejudiced and forfeits substantive rights and defenses by reason of such failure. In connection with . (b) Subject to Section 10.4, after the giving of any Claim as Notice pursuant hereto, the amount of indemnification to which both the Indemnifying Party and the an Indemnified Party are parties, the Indemnifying Party shall be entitled under this Article X shall be determined: (i) by the written agreement between the Indemnified Party and the Indemnitor; or (ii) by an award from an arbitrator pursuant to assume the defense thereof. Notwithstanding the assumption of the defense Section 12.10 hereof or by a final judgment or decree of any Claim by court of competent jurisdiction upholding such an award from an arbitrator. Except as provided in the Indemnifying Partyfirst sentence of Section 12.10, the parties shall proceed in the manner and subject to the limitations in this Article X with respect to all matters covered by Section 10.2 and Section 10.3. The Indemnified Party shall have the right to employ separate legal counsel burden of proof in establishing the amount of Losses and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (i) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (ii) the Indemnified Party shall reasonably have concluded that representation of the Indemnified Party Expenses suffered by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (iii) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding sentence, the fees, costs and expenses of such legal counsel shall be borne exclusively by the Indemnified Party. Except as provided above, the Indemnifying Party shall not, in connection with any Claim in the same jurisdiction, be liable for the fees and expenses of more than one firm of counsel for the Indemnified Party (together with appropriate local counsel). The Indemnified Party shall not, without the prior written consent of the Indemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment that does not include an unconditional release of the Indemnifying Party from all liabilities with respect to such Claim or judgment or contain any admission of wrongdoingit.

Notice of Claims. Promptly after receipt by a Person (a) Any Cinram Group Member or Sellers' Group Member (the "Indemnified Party") seeking indemnification pursuant hereunder shall give to Section 3.1 the party obligated to provide indemnification to such Indemnified Party (the "Indemnitor") a notice (a "Claim Notice") describing in reasonable detail the facts giving rise to any claim for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or 3.2 (an “Indemnified Party”) the method of written notice computation of any investigation, the amount of such claim, proceeding and a reference to the provision of this Agreement or any other action agreement, document or instrument executed hereunder or in connection herewith upon which such claim is based; PROVIDED, HOWEVER, that a Claim Notice in respect of any action at law or suit in equity by or against a third Person as to which indemnification will be sought shall be given promptly after the action or suit is being sought (each, a “Claim”), the Indemnified Party promptly shall notify the Person against whom indemnification pursuant commenced; and PROVIDED FURTHER that failure to Sections 3.1 and/or 3.2 is being sought (the “Indemnifying Party”) of the commencement thereof; but the omission to so notify the Indemnifying Party give such notice shall not relieve it from any liability that it otherwise may have to the Indemnified Party, Indemnitor of its obligations hereunder except to the extent that the Indemnifying Party is materially it shall have been prejudiced and forfeits substantive rights and defenses by reason of such failure. . (b) In connection with calculating any Claim as Loss or Expense, there shall be deducted (i) any insurance recovery in respect thereof (and no right of subrogation shall accrue hereunder to which both any insurer) and (ii) the Indemnifying Party and amount of any tax benefit to the Indemnified Party are parties(or any of its Affiliates) with respect to such Loss or Expense (after giving effect to the tax effect of receipt of the indemnification payments), as determined in accordance with Section 11.5. (c) After the giving of any Claim Notice pursuant hereto, the Indemnifying amount of indemnification to which an Indemnified Party shall be entitled to assume under this Article XI shall be determined: (i) by the defense thereof. Notwithstanding written agreement between the assumption of Indemnified Party and the defense Indemnitor; (ii) by a final judgment or decree of any Claim court of competent jurisdiction; or (iii) by any other means to which the Indemnifying PartyIndemnified Party and the Indemnitor shall agree. The judgment or decree of a court shall be deemed final when the time for appeal, the if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. The Indemnified Party shall have the right to employ separate legal counsel burden of proof in establishing the amount of Loss and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (i) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (ii) the Indemnified Party shall reasonably have concluded that representation of the Indemnified Party Expense suffered by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (iii) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding sentence, the fees, costs and expenses of such legal counsel shall be borne exclusively by the Indemnified Party. Except as provided above, the Indemnifying Party shall not, in connection with any Claim in the same jurisdiction, be liable for the fees and expenses of more than one firm of counsel for the Indemnified Party (together with appropriate local counsel). The Indemnified Party shall not, without the prior written consent of the Indemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment that does not include an unconditional release of the Indemnifying Party from all liabilities with respect to such Claim or judgment or contain any admission of wrongdoingit.

Notice of Claims. Promptly after receipt by a Person seeking indemnification pursuant to Section 3.1 (a) Any Optionee Group Member or 3.2 Company Group Member (an the “Indemnified Party”) seeking indemnification hereunder shall give to the party obligated to provide indemnification to such Indemnified Party (the “Indemnitor”) a notice (a “Claim Notice”) describing in reasonable detail and in good faith the facts giving rise to any claim for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of written notice computation of any investigation, the amount of such claim, proceeding and a reference to the provision of this Agreement or any other action agreement, document or instrument executed hereunder or in connection herewith upon which such claim is based; provided, that a Claim Notice in respect of any pending or threatened action at law or suit in equity by or against a third Person as to which indemnification is being will be sought (each, each such action or suit being a “Third Person Claim”), ) shall be given promptly after the Indemnified Party promptly shall notify the Person against whom indemnification pursuant action or suit is commenced; provided further that failure to Sections 3.1 and/or 3.2 is being sought (the “Indemnifying Party”) of the commencement thereof; but the omission to so notify the Indemnifying Party give such notice shall not relieve it from any liability that it otherwise may have to the Indemnified Party, Indemnitor of its obligations hereunder except to the extent that the Indemnifying Party is materially it shall have been prejudiced and forfeits substantive rights and defenses by reason of such failure. In connection with . (b) After the giving of any Claim as Notice pursuant hereto, the amount of indemnification to which both the Indemnifying Party and the an Indemnified Party are parties, the Indemnifying Party shall be entitled to assume under this Article VI shall be determined: (i) by the defense thereof. Notwithstanding written agreement between the assumption of Indemnified Party and the defense Indemnitor; (ii) by a final judgment or decree of any Claim court of competent jurisdiction; or (iii) by any other means to which the Indemnifying PartyIndemnified Party and the Indemnitor shall agree. The judgment or decree of a court shall be deemed final when the time for appeal, the if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. The Indemnified Party shall have the right to employ separate legal counsel burden of proof in establishing the amount of Loss and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (i) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (ii) the Indemnified Party shall reasonably have concluded that representation of the Indemnified Party Expense suffered by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (iii) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding sentence, the fees, costs and expenses of such legal counsel shall be borne exclusively by the Indemnified Party. Except as provided above, the Indemnifying Party shall not, in connection with any Claim in the same jurisdiction, be liable for the fees and expenses of more than one firm of counsel for the Indemnified Party (together with appropriate local counsel). The Indemnified Party shall not, without the prior written consent of the Indemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment that does not include an unconditional release of the Indemnifying Party from all liabilities with respect to such Claim or judgment or contain any admission of wrongdoingit.

Notice of Claims. Promptly after receipt by a Person (a) Any Buyer Group Member or Seller Group Member seeking indemnification pursuant to Section 3.1 or 3.2 hereunder (an the “Indemnified Party”) shall give to the party or parties obligated to provide indemnification to such Indemnified Party (the “Indemnitor”) a notice (a “Claim Notice”) describing in reasonable detail the facts giving rise to any claim for indemnification hereunder, and the amount (if then known) or method of written notice computation of any investigation, the amount of such claim, proceeding and a reference to the provision of this Agreement or any other action agreement, document or instrument executed hereunder or in connection herewith upon which such claim is based; provided, that a Claim Notice in respect of any action at law or suit in equity by or against a third Person (a “Third Party Claim”) as to which indemnification will be sought shall be given promptly after the action or suit is being sought (eachcommenced; provided further, a “Claim”), the Indemnified Party promptly shall notify the Person against whom indemnification pursuant that failure to Sections 3.1 and/or 3.2 is being sought (the “Indemnifying Party”) of the commencement thereof; but the omission to so notify the Indemnifying Party give such notice shall not relieve it from any liability that it otherwise may have to the Indemnified Party, Indemnitor of its obligations hereunder except to the extent that the Indemnifying Party is it shall have been materially prejudiced and forfeits substantive rights and defenses by reason of such failure. In connection with . (b) After the giving of any Claim as Notice pursuant hereto, the amount of indemnification to which both the Indemnifying Party and the an Indemnified Party are parties, the Indemnifying Party shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim under this Article IX shall be determined: (i) by the Indemnifying Party, written agreement between the Indemnified Party shall have the right to employ separate legal counsel and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (i) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, Indemnitor; (ii) the Indemnified Party shall reasonably have concluded that representation by a final judgment or decree of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct any court of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, competent jurisdiction; or (iii) the Indemnifying Party shall have failed by any other means to employ legal counsel reasonably satisfactory to which the Indemnified Party within a reasonable period of time after notice of and the commencement of such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding sentence, the fees, costs and expenses of such legal counsel Indemnitor shall be borne exclusively by the Indemnified Party. Except as provided above, the Indemnifying Party shall not, in connection with any Claim in the same jurisdiction, be liable for the fees and expenses of more than one firm of counsel for the Indemnified Party (together with appropriate local counsel). The Indemnified Party shall not, without the prior written consent of the Indemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment that does not include an unconditional release of the Indemnifying Party from all liabilities with respect to such Claim or judgment or contain any admission of wrongdoingagree.

Notice of Claims. Promptly after receipt by a Person (a) Any Buyer Group Member or SBS Group Member seeking indemnification pursuant to Section 3.1 or 3.2 hereunder (an “the "Indemnified Party”") of shall give promptly to the party obligated to provide indemnification to such Indemnified Party (the "Indemnitor") a written notice (a "Claim Notice") describing in reasonable detail the facts giving rise to the claim for indemnification hereunder and shall include in such Claim Notice (if then known or estimable) the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement or any other agreement, document or instrument executed hereunder or in connection herewith upon which such claim is based. The failure of any investigation, claim, proceeding or other action in respect of which indemnification is being sought (each, a “Claim”), the Indemnified Party to give the Claim Notice promptly shall notify the Person against whom indemnification pursuant to Sections 3.1 and/or 3.2 is being sought (the “Indemnifying Party”) of the commencement thereof; but the omission to so notify the Indemnifying Party as required by this Section 9.3 shall not relieve it from any liability that it otherwise may have to the affect such Indemnified Party, 's rights under this Article IX except to the extent that such failure is actually prejudicial to the Indemnifying Party is materially prejudiced and forfeits substantive rights and defenses by reason obligations of such failure. In connection with the Indemnitor. (b) After the giving of any Claim as Notice pursuant hereto, the amount of indemnification to which both the Indemnifying Party and the an Indemnified Party are parties, the Indemnifying Party shall be entitled to assume under this Article IX shall be determined: (i) by the defense thereof. Notwithstanding written agreement between the assumption of Indemnified Party and the defense Indemnitor; (ii) by a final judgment or decree of any Claim court of competent jurisdiction; or (iii) by any other means to which the Indemnifying PartyIndemnified Party and the Indemnitor shall agree in writing. The judgment or decree of a court shall be deemed final when the time for appeal, the if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. The Indemnified Party shall have the right to employ separate legal counsel burden of proof in establishing the amount of Losses and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (i) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (ii) the Indemnified Party shall reasonably have concluded that representation of the Indemnified Party Expenses suffered by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (iii) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding sentence, the fees, costs and expenses of such legal counsel shall be borne exclusively by the Indemnified Party. Except as provided above, the Indemnifying Party shall not, in connection with any Claim in the same jurisdiction, be liable for the fees and expenses of more than one firm of counsel for the Indemnified Party (together with appropriate local counsel). The Indemnified Party shall not, without the prior written consent of the Indemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment that does not include an unconditional release of the Indemnifying Party from all liabilities with respect to such Claim or judgment or contain any admission of wrongdoingit.

Notice of Claims. Promptly after receipt by a Person (a) Buyers or any Seller Group Member seeking indemnification pursuant to Section 3.1 or 3.2 hereunder (an the “Indemnified Party”) shall give to the party obligated to provide indemnification to such Indemnified Party (the “Indemnitor”) a notice (a “Claim Notice”) describing in reasonable detail the facts giving rise to any claim for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of written notice computation of any investigation, the amount of such claim, proceeding and a reference to the provision of this Agreement or any other action agreement, document or instrument executed hereunder or in connection herewith upon which such claim is based; provided, that a Claim Notice in respect of any action at law or suit in equity by or against a third Person as to which indemnification will be sought shall be given promptly after the action or suit is being sought commenced (eachprovided, a “Claim”)however, the Indemnified Party promptly shall notify the Person against whom indemnification pursuant that failure to Sections 3.1 and/or 3.2 is being sought (the “Indemnifying Party”) of the commencement thereof; but the omission to so notify the Indemnifying Party give such notice shall not relieve it from any liability that it otherwise may have to the Indemnified Party, Indemnitor of its obligations hereunder except to the extent that the Indemnifying Party is materially it shall have been prejudiced and forfeits substantive rights and defenses by reason of such failure. In connection with ). (b) After the giving of any Claim as Notice pursuant hereto, the amount of indemnification to which both the Indemnifying Party and the an Indemnified Party are parties, the Indemnifying Party shall be entitled to assume under this Article XI shall be determined: (i) by the defense thereof. Notwithstanding written agreement between the assumption of Indemnified Party and the defense Indemnitor; (ii) by a final judgment or decree of any Claim court of competent jurisdiction; or (iii) by any other means to which the Indemnifying PartyIndemnified Party and the Indemnitor shall agree. The judgment or decree of a court shall be deemed final when the time for appeal, the if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. The Indemnified Party shall have the right burden of proof in establishing the amount of Loss and Expense suffered by it. (c) Losses to employ separate legal counsel and which an Indemnified Party shall be entitled hereunder shall not include exemplary, punitive, speculative, remote or consequential damages; provided that if an Indemnified Party is obligated to participate in pay a third Person (other than an Affiliate of the defense of such ClaimIndemnified Party) damages which include exemplary, punitive, speculative, remote or consequential damages and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel Indemnitor is obligated under this Article XI to indemnify the Indemnified Party if (and only if): (i) for Losses in respect of the Indemnifying Party shall have agreed matter giving rise to pay such feesdamages, costs and expenses, (ii) then Losses to which the Indemnified Party shall reasonably have concluded that representation of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between entitled shall include such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (iii) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding sentence, the fees, costs and expenses of such legal counsel shall be borne exclusively by the Indemnified Party. Except as provided above, the Indemnifying Party shall not, in connection with any Claim in the same jurisdiction, be liable for the fees and expenses of more than one firm of counsel for the Indemnified Party (together with appropriate local counsel). The Indemnified Party shall not, without the prior written consent of the Indemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment that does not include an unconditional release of the Indemnifying Party from all liabilities with respect to such Claim or judgment or contain any admission of wrongdoingdamages.