Common use of Notice of Claims Clause in Contracts

Notice of Claims. Within thirty (30) days after a Person seeking indemnification hereunder (hereinafter the “Indemnified Party”) has received notice of or has acquired knowledge of any claim by any Person not a Party to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter the “Indemnifying Party”), give the Indemnifying Party written notice of such claim and the commencement or threatened commencement of such action or proceeding, if any. Such notice shall state the nature and basis of such claim, and, if ascertainable, the amount thereof. Notwithstanding the foregoing, the failure of the Indemnified Party to give such notice shall not excuse the Indemnifying Party’s obligation to indemnify and, in the case of a third party claim, defend the Indemnified Party, except to the extent the Indemnifying Party has suffered damage or prejudice by reason of the Indemnified Party’s failure to give or delay in giving such notice. Within ten (10) business days of receipt of any notice issued by the Indemnified Party pursuant to this Section 12.3, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third party claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third party claim, the Indemnified Party shall have the right to defend such claim, with counsel of its own selection, and compromise such claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party shall defend the same with counsel in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claim, the Indemnified Party may, at its expense, participate in the defense of such third party claim and no such third party claim shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which consent shall not be unreasonably withheld or delayed. At any time after the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objects.

Notice of Claims. Within thirty The indemnified party shall promptly notify the indemnifying party in writing of all matters which may give rise to the right to indemnification hereunder; provided, however, that failure to timely give the notice provided in this Section 3.3(b) shall not be a defense to the liability of the indemnifying party for such claim, but the indemnifying party may recover any actual damages arising from the indemnified party’s failure to give such timely notice. The indemnified party shall not admit any liability with respect to, or settle, compromise or discharge any such matter covered by this Section 3.3 without the indemnifying party’s prior written consent (30) days after a Person seeking indemnification which shall not be unreasonably withheld). The indemnifying party shall have the right, with the consent of the indemnified party (which shall not be unreasonably withheld), to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled. In connection with any claim giving rise to indemnity hereunder (hereinafter the “Indemnified Party”) has received notice of resulting from or has acquired knowledge arising out of any claim by any Person not a Party to this Agreement of the commencement or threatened commencement of any action or legal proceeding by any Person not a Party person other than the indemnified party, the indemnifying party at its sole cost and expense may, upon written notice to this Agreement (“third the indemnified party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim is indemnifiable received by the other Party pursuant hereto indemnified party within ten (hereinafter 10) calendar days after the “Indemnifying Party”), give the Indemnifying Party written indemnifying party’s receipt of notice of such claim and the commencement or threatened commencement of such action or proceeding, if any. Such notice shall state the nature and basis of such claim, and, if ascertainableassume the defense of any such claim or legal proceeding. If the indemnifying party assumes the defense of any such claim or legal proceeding, the amount thereof. Notwithstanding the foregoing, the failure of the Indemnified Party to give such notice indemnifying party shall not excuse the Indemnifying Party’s obligation to indemnify and, in the case of a third party claim, defend the Indemnified Party, except select counsel reasonably acceptable to the extent the Indemnifying Party has suffered damage or prejudice by reason of the Indemnified Party’s failure indemnified party to give or delay in giving such notice. Within ten (10) business days of receipt of any notice issued by the Indemnified Party pursuant to this Section 12.3, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third party claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third party claim, the Indemnified Party shall have the right to defend such claim, with counsel of its own selection, and compromise such claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party shall defend the same with counsel in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claim, the Indemnified Party may, at its expense, participate in conduct the defense of such third party claim claims or legal proceedings and, at the indemnifying party’s sole cost and no such third party claim shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party expense (which consent costs and expenses shall not be unreasonably withheld applied against any indemnity limitation herein), shall take all steps necessary in the defense or delayedsettlement thereof. At The indemnified party shall be entitled to participate in (but not control) the defense of any time after the Indemnifying Party acknowledges such action, with its obligations hereunder with respect own counsel and at its own expense, and shall be entitled to any third and all information and documentation relating thereto. If the indemnifying party claimdoes not assume (or continue to diligently and competently prosecute) the defense of any such claim or litigation resulting therefrom in accordance with the terms hereof, the Indemnifying Party indemnified party may, at the indemnifying party’s expense, defend against such claim or litigation in such manner as it may request deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the Indemnified Party to agree in writing same to the payment indemnifying party, on such terms as the indemnified party may deem appropriate. The indemnified party will cooperate reasonably with the indemnifying party in its efforts to conduct or compromise resolve such matters, including by making available to the indemnifying party relevant documents and witnesses. The indemnified party and the indemnifying party shall keep each other informed of such all settlement negotiations with third parties and of the progress of any litigation with third parties. The indemnified party and the indemnifying party shall permit each other reasonable access to books and records and shall otherwise cooperate with all reasonable requests of each other in connection with any indemnifiable matter resulting from a claim (provided such payment or compromise has been previously approved in writing by the a third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objectsPerson.

Notice of Claims. Within thirty The indemnified party shall promptly notify the indemnifying party in writing of all matters which may give rise to the right to indemnification hereunder; provided, however, that failure to timely give the notice provided in this Section 3.3(b) shall not be a defense to the liability of the indemnifying party for such claim, but the indemnifying party may recover any actual damages arising from the indemnified party’s failure to give such timely notice. The indemnified party shall not admit any liability with respect to, or settle, compromise or discharge any such matter covered by this Section 3.3 without the indemnifying party’s prior written consent (30) days after a Person seeking indemnification which shall not be unreasonably withheld). The indemnifying party shall have the right, with the consent of the indemnified party (which shall not be unreasonably withheld), to settle all indemnifiable matters related to claims by third-parties which are susceptible to being settled. In connection with any claim giving rise to indemnity hereunder (hereinafter the “Indemnified Party”) has received notice of resulting from or has acquired knowledge arising out of any claim by any Person not a Party to this Agreement of the commencement or threatened commencement of any action or legal proceeding by any Person not a Party person other than the indemnified party, the indemnifying party at its sole cost and expense may, upon written notice to this Agreement (“third the indemnified party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim is indemnifiable received by the other Party pursuant hereto indemnified party within ten (hereinafter 10) calendar days after the “Indemnifying Party”), give the Indemnifying Party written indemnifying party’s receipt of notice of such claim and the commencement or threatened commencement of such action or proceeding, if any. Such notice shall state the nature and basis of such claim, and, if ascertainableassume the defense of any such claim or legal proceeding. If the indemnifying party assumes the defense of any such claim or legal proceeding, the amount thereof. Notwithstanding the foregoing, the failure of the Indemnified Party to give such notice indemnifying party shall not excuse the Indemnifying Party’s obligation to indemnify and, in the case of a third party claim, defend the Indemnified Party, except select counsel reasonably acceptable to the extent the Indemnifying Party has suffered damage or prejudice by reason of the Indemnified Party’s failure indemnified party to give or delay in giving such notice. Within ten (10) business days of receipt of any notice issued by the Indemnified Party pursuant to this Section 12.3, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third party claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third party claim, the Indemnified Party shall have the right to defend such claim, with counsel of its own selection, and compromise such claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party shall defend the same with counsel in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claim, the Indemnified Party may, at its expense, participate in conduct the defense of such third party claim claims or legal proceedings and, at the indemnifying party’s sole cost and no such third party claim shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party expense (which consent costs and expenses shall not be unreasonably withheld applied against any indemnity limitation herein), shall take all steps necessary in the defense or delayedsettlement thereof. At The indemnified party shall be entitled to participate in (but not control) the defense of any time after the Indemnifying Party acknowledges such action, with its obligations hereunder with respect own counsel and at its own expense, and shall be entitled to any third and all information and documentation relating thereto. If the indemnifying party claimdoes not assume (or continue to diligently and competently prosecute) the defense of any such claim or litigation resulting therefrom in accordance with the terms hereof, the Indemnifying Party indemnified party may, at the indemnifying party’s expense, defend against such claim or litigation in such manner as it may request deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the Indemnified Party to agree in writing same to the payment indemnifying party, on such terms as the indemnified party may deem appropriate. The indemnified party will cooperate reasonably with the indemnifying party in its efforts to conduct or compromise resolve such matters, including by making available to the indemnifying party relevant documents and witnesses. The indemnified party and the indemnifying party shall keep each other informed of such all settlement negotiations with third-parties and of the progress of any litigation with third-parties. The indemnified party and the indemnifying party shall permit each other reasonable access to books and records and shall otherwise cooperate with all reasonable requests of each other in connection with any indemnifiable matter resulting from a claim by a third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objectsPerson.

Notice of Claims. Within thirty (30Each party indemnified under Section 6(a) days or Section 6(b) of this Agreement shall, promptly after a Person seeking indemnification hereunder (hereinafter the “Indemnified Party”) has received receipt of notice of or has acquired knowledge of any claim by any Person not a Party to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement (“third against such indemnified party claim”) or has acquired knowledge in respect of which indemnity may be sought, notify the indemnifying party in writing of the commencement thereof. The failure of any other claim hereunder against another Party hereto (“first indemnified party claim”) so to notify an indemnifying party of any such action shall not relieve the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter the “Indemnifying Party”), give the Indemnifying Party written notice of such claim and the commencement or threatened commencement indemnifying party from any liability in respect of such action which it may have to such indemnified party on account of the indemnity agreement contained in Section 6(a) or proceedingSection 6(b) of this Agreement, if anyunless 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. Such notice In case any such action shall state be brought against any indemnified party and it shall notify an indemnifying party of the nature and basis of commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such claimindemnified party, and, if ascertainableafter notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the amount thereofindemnifying party shall not be liable to such indemnified party under Section 6(a) or Section 6(b) of this Agreement for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. Notwithstanding the foregoingabove, the failure however, if representation of the Indemnified Party to give such notice shall not excuse the Indemnifying Party’s obligation to indemnify and, in the case of a third party claim, defend the Indemnified Party, except to the extent the Indemnifying Party has suffered damage one or prejudice by reason of the Indemnified Party’s failure to give or delay in giving such notice. Within ten (10) business days of receipt of any notice issued more indemnified parties by the Indemnified Party pursuant to this Section 12.3, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third party claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim counsel retained by the Indemnified Party relating indemnifying party would be inappropriate due to actual conflicting interests between such indemnified parties (the "CONFLICTING INDEMNIFIED PARTIES") and any third other party claimrepresented by such counsel in such proceeding, the Indemnified Party then such conflicting indemnified parties shall have the right to defend such claimretain one separate counsel, with counsel chosen by the holders of its own selection, and compromise such claim without prejudice to its right to indemnification hereunder. In a majority of the event Subject Stock included in the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party shall defend the same with counsel in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claim, the Indemnified Party mayregistration, at its expensethe expense of the indemnifying party. No indemnifying party, participate (i) in the defense of any such third claim or litigation, shall, except with the consent of each indemnified party, which consent shall not unreasonably be withheld, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim and no such third party claim or litigation, or (ii) shall be settled by the Indemnified Party liable for amounts paid in any settlement if such settlement is effected without the prior written consent of the Indemnifying Party indemnifying party, which consent shall not be unreasonably withheld or delayed. At any time after the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objectswithheld.

Notice of Claims. Within thirty DEFENSE OF THIRD PARTY. A party claiming indemnification under this Article XIII (30the "Asserting Party") days must notify (in writing, in reasonable detail and within a reasonable period of time after a Person seeking indemnification hereunder (hereinafter the “Indemnified Party”) has received notice Asserting Party becomes aware of or has acquired knowledge of any claim by any Person not a Party to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement (“third party such claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim party from which indemnification is indemnifiable by sought (the other Party pursuant hereto (hereinafter the “Indemnifying "Defending Party”), give the Indemnifying Party written notice ") of such claim and the commencement or threatened commencement of such action or proceeding, if any. Such notice shall state the nature and basis of such claim for indemnification. If such claim relates to a claim, andsuit, if ascertainablelitigation or other action by a third party against the Asserting Party or any fixed or contingent liability to a third party (a "Third Party Claim"), the amount thereofDefending Party may elect to assume and control the defense of the Third Party Claim at its own expense with counsel selected by the Defending Party from and after such time as the Defending Party unconditionally agrees in writing to accept, as against the Asserting Party, all liabilities on account of such Third Party Claim. Assumption of such liability, as against the Asserting Party, shall not be deemed an admission of liability as against any such third party. Notwithstanding the foregoing, the failure Defending Party may not assume or control the defense if the named parties to the Third Party Claim (including any impleaded parties) include both the Defending Party and the Asserting Party and representation of both parties by the Indemnified Party same counsel (in such counsel's reasonable determination) would be inappropriate due to give such notice shall not excuse the Indemnifying Party’s obligation to indemnify andactual or potential differing interests between them, in which case the case of a third party claim, defend the Indemnified Party, except to the extent the Indemnifying Party has suffered damage or prejudice by reason of the Indemnified Party’s failure to give or delay in giving such notice. Within ten (10) business days of receipt of any notice issued by the Indemnified Party pursuant to this Section 12.3, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third party claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third party claim, the Indemnified Asserting Party shall have the right to defend such claim, with the Third Party Claim and to employ counsel of its own selectionreasonably approved by the Defending Party, and compromise such claim without prejudice to its right the extent the matter is determined to be subject to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Defending Party shall defend reimburse the same with counsel in accordance with Asserting Party for the reasonable costs of its counsel. If the Defending Party assumes liability for the Third Party Claim as against the Asserting Party and assumes the defense and control of the Third Party Claim pursuant to this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claimSection 13.03, the Indemnified Defending Party may, at its expense, participate in the defense of such third party claim and no such third party claim shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which consent shall not be unreasonably withheld liable for any fees and expenses of counsel for the Asserting Party incurred thereafter in connection with the Third Party Claim (except in the case of actual or delayed. At any time after potential differing interests, as provided in the Indemnifying Party acknowledges its obligations hereunder with respect preceding sentence), but shall not agree to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise settlement of such third party claim (provided such payment or compromise has been previously approved in writing Third Party Claim which does not include an unconditional release of the Asserting Party by the third party claimantclaimant on account thereof, PROVIDED that such requirement shall be deemed waived to the extent that the Asserting Party does not undertake to provide and promptly execute and, concurrently with the delivery of any such release, deliver a corresponding release of the third party claimant with respect to such Third Party Claim. If the Defending Party does not assume liability for and the defense of the Third Party Claim pursuant to this Section 13.03, the Asserting Party shall have the right (i) to control the defense thereof and (ii), and, in if the event the Indemnifying Party does so, the Indemnified Asserting Party shall promptly agree have notified the Defending Party of the Asserting Party's intention to negotiate a settlement of the Third Party Claim (at the Defending Party's expense to the extent the matter is determined to be subject to indemnification hereunder), which notice shall include the material terms of any proposed settlement in reasonable detail, to settle the Third Party Claim (at the Defending Party's expense to the extent the matter is determined to be subject to indemnification hereunder) on terms not materially inconsistent with those set forth in such notice, unless the Defending Party shall have notified the Asserting Party in writing of the Defending Party's election to assume liability for and the defense of the Third Party Claim pursuant to this Section 13.03 within ten days after receipt of such settlementnotice, and the Defending Party promptly thereafter shall have taken appropriate action to implement such defense. The Asserting Party shall not be entitled to settle any such Third Party Claim pursuant to the preceding sentence unless such settlement would involve a remedy or remedies, other than includes an unconditional release of the payment of money damages Defending Party by the Indemnifying PartyThird party claimant on account thereof, PROVIDED that such requirement shall be deemed waived to which the Indemnified extent that the Defending Party reasonably objectsdoes not undertake to provide and promptly execute and, concurrently with delivery of any such release, deliver a corresponding release of the third party claimant with respect to such Third Party Claim. The Asserting Party and the Defending Party shall use all reasonable efforts to cooperate fully with respect to the defense and settlement of any Third Party Claim covered by this Article XIII.

Notice of Claims. Within thirty (30) days after a Person seeking indemnification hereunder (hereinafter The Indemnified Party shall promptly notify the “Indemnified Party”) has received notice of or has acquired knowledge Indemnifying Party in writing of any claim by any Person not a Party to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement (“third party claim”) or has acquired knowledge which may give rise to the right to indemnification hereunder; provided, however, that failure to timely give the notice provided in this Section 8.3 shall not be a defense to the liability of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter the “Indemnifying Party”), give the Indemnifying Party written notice of such claim and the commencement or threatened commencement of such action or proceeding, if any. Such notice shall state the nature and basis of for such claim, and, if ascertainable, the amount thereof. Notwithstanding the foregoing, the failure of the Indemnified Party to give such notice shall not excuse the Indemnifying Party’s obligation to indemnify and, in the case of a third party claim, defend the Indemnified Party, except to the extent but the Indemnifying Party has suffered damage or prejudice by reason of may recover any actual damages arising from the Indemnified Party’s failure to give or delay in giving such timely notice. Within The Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge any such matter covered by this Article VIII without the Indemnifying Party’s prior written consent (which shall not be unreasonably withheld). The Indemnifying Party shall have the right, with the consent of the Indemnified Party (which shall not be unreasonably withheld, delayed or conditioned), to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a Person other than the Indemnified Party, the Indemnifying Party may, at its sole cost and expense, upon written notice to the Indemnified Party received by the Indemnified Party within ten (10) business calendar days of after the Indemnifying Party’s receipt of notice of such claim, assume the defense of any notice issued by such claim or legal proceeding. If the Indemnified Indemnifying Party pursuant to this Section 12.3assumes the defense of any such claim or legal proceeding, the Indemnifying Party shall notify select counsel reasonably acceptable to the Indemnified Party whether to conduct the defense of such claims or legal proceedings and, at the Indemnifying Party’s sole cost and expense, shall take all steps necessary in the defense or settlement thereof. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its own counsel and at its own expense, and shall be entitled to any and all information and documentation relating thereto. If the Indemnifying Party acknowledges its indemnification obligation and, in does not assume the case defense of a third party claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third party claim, the Indemnified Party shall have the right to defend such claim, with counsel of its own selection, and compromise such claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party shall defend the same with counsel or litigation resulting therefrom in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claimterms hereof, the Indemnified Party may, at its expense, participate in the defense of such third party claim Indemnifying Party’s expense and no such third party claim shall be settled by the Indemnified Party without the upon prior written notice to the Indemnifying Party (with reasonable opportunity for the Indemnifying Party to assume such defense), defend against such claim or litigation in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to the Indemnifying Party, with the consent of the Indemnifying Party which (such consent shall not to be unreasonably withheld withheld, delayed or delayedconditioned). At any time after The Indemnified Party will cooperate reasonably with the Indemnifying Party acknowledges in its obligations hereunder with respect efforts to any third party claimconduct or resolve such matters, including by making available to the Indemnifying Party may request the relevant documents and witnesses. The Indemnified Party to agree in writing to the payment or compromise of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event and the Indemnifying Party does so, shall keep each other informed of all settlement negotiations with third parties and of the progress of any litigation with third parties. The Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by and the Indemnifying Party, Party shall permit each other reasonable access to which the Indemnified Party reasonably objectsbooks and records and shall otherwise cooperate with all reasonable requests of each other in connection with any indemnifiable matter resulting from a claim by a third Person.

Notice of Claims. Within thirty (30Each party indemnified under Section 5(a) days or Section 5(b) of this Agreement shall, promptly after a Person seeking indemnification hereunder (hereinafter the “Indemnified Party”) has received receipt of notice of or has acquired knowledge of any claim by any Person not a Party to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not against such indemnified party in respect of which indemnity may be sought, notify the indemnifying party in writing of the commencement thereof, enclosing a Party to this Agreement (“third party claim”) or has acquired knowledge copy of all papers served on such indemnified party. The omission of any other claim hereunder against another Party hereto (“first indemnified party claim”) so to notify an indemnifying party of any such action shall not relieve the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter the “Indemnifying Party”), give the Indemnifying Party written notice of such claim and the commencement or threatened commencement indemnifying party from any liability in respect of such action which it may have to such indemnified party on account of the indemnity agreement contained in Section 5(a) or proceedingSection 5(b) of this Agreement, if anyunless the indemnifying party was prejudiced by such omission, and in no event shall relieve the indemnifying party from any other liability which it may have to such indemnified party. Such notice In case any such action shall state be brought against any indemnified party and it shall notify an indemnifying party of the nature and basis of such claimcommencement thereof, the indemnifying party shall be entitled to participate therein and, if ascertainable, the amount thereof. Notwithstanding the foregoing, the failure of the Indemnified Party to give such notice shall not excuse the Indemnifying Party’s obligation to indemnify and, in the case of a third party claim, defend the Indemnified Party, except to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the Indemnifying Party has suffered damage or prejudice by reason of the Indemnified Party’s failure to give or delay in giving such notice. Within ten (10) business days of receipt of any notice issued by the Indemnified Party pursuant to this Section 12.3, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third party claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third party claim, the Indemnified Party shall have the right to defend such claimthereof, with counsel satisfactory to such indemnified party; provided that if any indemnified party or parties reasonably determine that there may be legal defenses available to such indemnified party that are different from or in addition to those available to such indemnifying party or that representation of its own selection, such indemnifying party and compromise such claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third indemnified party claim, the Indemnifying Party shall defend by the same with counsel would present a conflict of interest, then such indemnifying party shall not be entitled to assume such defense. If an indemnifying party assumes the defense of an action in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claim, the Indemnified Party may, at its expense, participate in the defense of such third party claim and no such third party claim shall be settled as permitted by the Indemnified Party without the prior written consent provisions of the Indemnifying Party which consent this paragraph, such indemnifying party shall not be unreasonably withheld liable to such indemnified party under Section 5(a) or delayedSection 5(b) of this Agreement for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. At In no event shall the indemnifying party be liable for the fees and expenses of more than one counsel (in addition to local counsel) separate from its own counsel for all indemnified parties in connection with any time after the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment one action of separate but similar or compromise of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, related actions in the event same jurisdiction arising out of the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy same general allegations or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objectscircumstances.

Notice of Claims. Within Each Party against whom a claim for indemnity pursuant to this Article 5 shall have been made (each, an “Indemnifying Party”) shall have the right to defend the Person seeking such indemnity (each, an “Indemnified Party”) with counsel of such Indemnifying Party’s choice in respect of any third party claim, so long as (i) such counsel is reasonably satisfactory to the Indemnified Party, (ii) the Indemnifying Party shall have provided written notice to the Indemnified Party, within thirty (30) days after a Person seeking indemnification hereunder (hereinafter receipt by the “Indemnified Party”) has received notice of or has acquired knowledge of any claim by any Person not a Indemnifying Party to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a related Claims Notice, indicating that the Indemnifying Party to this Agreement (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) will indemnify the Indemnified Party shallin accordance with the terms of this Article 5, if such claim is indemnifiable by the other Party pursuant hereto and (hereinafter the “Indemnifying Party”), give iii) the Indemnifying Party written notice of such claim and conducts the commencement or threatened commencement of such action or proceeding, if any. Such notice shall state the nature and basis of such claim, and, if ascertainable, the amount thereof. Notwithstanding the foregoing, the failure defense of the Indemnified Party to give such notice shall not excuse the Indemnifying Party’s obligation to indemnify and, in the case of a third party claim, defend the Indemnified Party, except to the extent the Indemnifying Party has suffered damage claim or prejudice by reason of the Indemnified Party’s failure to give or delay in giving such noticematter actively and diligently. Within ten (10) business days of receipt of any notice issued by the Indemnified Party pursuant to this Section 12.3, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third party claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third party claim, the The Indemnified Party shall have the right to defend such claim, with retain separate co-counsel of its own selection, and compromise such claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party shall defend the same with counsel in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claim, the Indemnified Party may, at its expense, sole cost and expense and participate in the defense of any such third party claim and no such third party claim shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which consent or matter; provided, that any related attorneys’ fees shall not be unreasonably withheld indemnifiable Losses. Knowledge by an Indemnified Party of any breach or delayed. At any time after non-compliance hereunder shall not constitute a waiver of such Indemnified Party’s rights and remedies under this Agreement, provided that such Indemnified Party shall have notified the applicable Indemnifying Party acknowledges its obligations of such breach or non-compliance in a timely manner and in accordance with the terms of this Article 5. No express or implied waiver by an Indemnified Party of any default hereunder with respect shall in any way be, or be construed to be, a waiver of any third party claim, the Indemnifying Party may request the other default. The failure or delay of an Indemnified Party to agree in writing exercise any of its rights granted hereunder regarding any default shall not constitute a waiver of any such right as to the payment any other default, and any single or compromise partial exercise of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, the any particular right granted to an Indemnified Party hereunder shall promptly agree in writing to such settlement, unless such settlement would involve not exhaust the same or constitute a remedy or remedies, waiver of any other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objectsright provided herein.

Notice of Claims. Within thirty DEFENSE OF THIRD PARTY. A party claiming indemnification under this Article XIV (30the "Asserting Party") days after a Person seeking indemnification hereunder must promptly notify (hereinafter the “Indemnified Party”) has received notice of or has acquired knowledge of any claim by any Person not a Party to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”in writing and in reasonable detail) the Indemnified Party shall, if such claim party from which indemnification is indemnifiable by sought (the other Party pursuant hereto (hereinafter the “Indemnifying "Defending Party”), give the Indemnifying Party written notice ") of such claim and the commencement or threatened commencement of such action or proceeding, if any. Such notice shall state the nature and basis of such claim for indemnification within the applicable Survival Period. If such claim relates to a claim, andsuit, if ascertainablelitigation or other action by a third party against the Asserting Party or any fixed or contingent liability to a third party (a "Third Party Claim"), the amount thereofDefending Party may elect to assume and control the defense of the Third Party Claim at its own expense with counsel selected by the Defending Party. Notwithstanding the foregoing, the failure Defending Party may not assume or control the defense if the named parties to the Third Party Claim (including any impleaded parties) include both the Defending Party and the Asserting Party and representation of both parties by the Indemnified Party same counsel would be inappropriate due to give such notice shall not excuse the Indemnifying Party’s obligation to indemnify andactual or potential differing interests between them, in which case the case of a third party claim, defend the Indemnified Party, except to the extent the Indemnifying Party has suffered damage or prejudice by reason of the Indemnified Party’s failure to give or delay in giving such notice. Within ten (10) business days of receipt of any notice issued by the Indemnified Party pursuant to this Section 12.3, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third party claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third party claim, the Indemnified Asserting Party shall have the right to defend such claim, with the Third Party Claim and to employ counsel of its own selectionreasonably approved by the Defending Party, and compromise such claim without prejudice to its right the extent the matter is determined to be subject to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Defending Party shall defend reimburse the same with counsel in accordance with Asserting Party for the reasonable costs of its counsel. If the Defending Party assumes the defense and control of the Third Party Claim pursuant to this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claimSection 14.03, the Indemnified Defending Party may, at its expense, participate in the defense of such third party claim and no such third party claim shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which consent shall not be unreasonably withheld liable for any fees and expenses of counsel for the Asserting Party incurred thereafter in connection with the Third Party Claim (except in the case of actual or delayed. At any time after potential differing interests, as provided in the Indemnifying Party acknowledges its obligations hereunder with respect preceding sentence), but shall not agree to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise settlement of such third party claim (provided such payment or compromise has been previously approved in writing Third Party Claim which does not include an unconditional release of the Asserting Party by the third party claimantclaimant on account thereof, PROVIDED that such requirement shall be deemed waived to the extent that the Asserting Party does not undertake to provide and promptly execute and, concurrently with the delivery of any such release, deliver a corresponding release of the third party claimant with respect to such Third Party Claim. If the Defending Party does not assume the defense of the Third Party Claim pursuant to this Section 14.03, the Asserting Party shall have the right (i) to control the defense thereof and (ii), and, in if the event the Indemnifying Party does so, the Indemnified Asserting Party shall promptly agree have notified the Defending Party of the Asserting Party's intention to negotiate a settlement of the Third Party Claim (at the Defending Party's expense to the extent the matter is determined to be subject to indemnification hereunder), which notice shall include the material terms of any proposed settlement in reasonable detail, to settle the Third Party Claim (at the Defending Party's expense to the extent the matter is determined to be subject to indemnification hereunder) on terms not materially inconsistent with those set forth in such notice, unless the Defending Party shall have notified the Asserting Party in writing of the Defending Party's election to assume liability for and the defense of the Third Party Claim pursuant to this Section 14.03 within ten days after receipt of such settlementnotice, and the Defending Party promptly thereafter shall have taken appropriate action to implement such defense. The Asserting Party shall not be entitled to settle any such Third Party Claim pursuant to the preceding sentence unless such settlement would involve a remedy or remedies, other than includes an unconditional release of the payment of money damages Defending Party by the Indemnifying Partythird party claimant on account thereof, PROVIDED that such requirement shall be deemed waived to which the Indemnified extent that the Defending Party reasonably objectsdoes not undertake to provide and promptly execute and, concurrently with delivery of any such release, deliver a corresponding release of the third party claimant with respect to such Third Party Claim. The Asserting Party and the Defending Party shall use all reasonable efforts to cooperate fully with respect to the defense and settlement of any Third Party Claim covered by this Article XIV.

Notice of Claims. Within A Party seeking indemnification under this Article 5 (the “Indemnified Party”) shall give prompt written notice to the other Party (the “Indemnifying Party”) of any claim or matter for which it may seek indemnity. The Indemnifying Party will have the right to defend the Indemnified Party against a third party claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (i) the Indemnifying Party notifies the Indemnified Party in writing within thirty (30) days after a Person seeking indemnification hereunder the Indemnified Party has given notice of the claim or matter that the Indemnifying Party will indemnify the Indemnified Party in accordance with this Article, and (hereinafter ii) the “Indemnifying Party conducts the defense of the third party claim or matter actively and diligently. The Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the claim. The Indemnifying Party shall not indemnify the Indemnified Party against any loss, liability or expense incurred by the Indemnified Party to the extent of the Indemnified Party”) has received notice of ’s negligence or has acquired knowledge willful misconduct. Knowledge by the Indemnified Party of any claim by any Person breach or non-compliance hereunder shall not constitute a Party to this Agreement waiver of the commencement Indemnified Party’s rights and remedies under this Agreement, provided the Indemnified Party has notified the Indemnifying Party of such breach or threatened commencement non-compliance in a timely manner. No express or implied waiver by the Indemnifying Party of any action default hereunder shall in any way be, or proceeding by any Person not be construed to be, a Party to this Agreement (“third party claim”) or has acquired knowledge waiver of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter the “Indemnifying Party”), give the Indemnifying Party written notice of such claim and the commencement default. The failure or threatened commencement of such action or proceeding, if any. Such notice shall state the nature and basis of such claim, and, if ascertainable, the amount thereof. Notwithstanding the foregoing, the failure delay of the Indemnified Party to give such notice exercise any of its rights granted hereunder regarding any default shall not excuse the Indemnifying Party’s obligation constitute a waiver of such right as to indemnify and, in the case of a third party claim, defend the Indemnified Party, except to the extent the Indemnifying Party has suffered damage any other default and any single or prejudice by reason of the Indemnified Party’s failure to give or delay in giving such notice. Within ten (10) business days of receipt partial exercise of any notice issued by particular right granted the Indemnified Party pursuant to this Section 12.3, the Indemnifying Party hereunder shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third party claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third party claim, the Indemnified Party shall have the right to defend such claim, with counsel of its own selection, and compromise such claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party shall defend not exhaust the same with counsel in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to or constitute a waiver of any third party claim, the Indemnified Party may, at its expense, participate in the defense of such third party claim and no such third party claim shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which consent shall not be unreasonably withheld or delayed. At any time after the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise of such third party claim (other right provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objectsherein.

Notice of Claims. Within Each Party against whom a claim for indemnity pursuant to this Article 5 shall have been made (each, an “Indemnifying Party”) shall have the right to defend the Person seeking such indemnity (each, an “Indemnified Party”) with counsel of such Indemnifying Party’s choice in respect of any third party claim, so long as (i) such counsel is reasonably satisfactory to the Indemnified Party, (ii) the Indemnifying Party shall have provided written notice to the Indemnified Party, within thirty (30) days after a Person seeking indemnification hereunder (hereinafter receipt by the “Indemnified Party”) has received notice of or has acquired knowledge of any claim by any Person not a Indemnifying Party to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a related Claims Notice, indicating that the Indemnifying Party to this Agreement (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) will indemnify the Indemnified Party shallin accordance with the terms of this Article 5, if such claim is indemnifiable by the other Party pursuant hereto and (hereinafter the “Indemnifying Party”), give iii) the Indemnifying Party written notice of such claim and conducts the commencement or threatened commencement of such action or proceeding, if any. Such notice shall state the nature and basis of such claim, and, if ascertainable, the amount thereof. Notwithstanding the foregoing, the failure defense of the Indemnified Party to give such notice shall not excuse the Indemnifying Party’s obligation to indemnify and, in the case of a third party claim, defend the Indemnified Party, except to the extent the Indemnifying Party has suffered damage claim or prejudice by reason of the Indemnified Party’s failure to give or delay in giving such noticematter actively and diligently. Within ten (10) business days of receipt of any notice issued by the Indemnified Party pursuant to this Section 12.3, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third party claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third party claim, the The Indemnified Party shall have the right to defend such claim, with retain separate co-counsel of its own selection, and compromise such claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party shall defend the same with counsel in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claim, the Indemnified Party may, at its expense, participate in the defense of any such third party claim or matter; provided that any related attorneys’ fees shall not be indemnifiable Losses unless the Indemnifying Party and no such third party claim shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which consent shall not be unreasonably withheld or delayed. At any time after the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, are both defendants in the event matter for which the Indemnifying Party does so, indemnity is sought and the Indemnified Party shall promptly agree have been advised by counsel representing the Parties an actual conflict of interest would arise in writing to such settlement, counsel’s continued representation of both Parties. Knowledge by an Indemnified Party of any breach or non-compliance hereunder shall not constitute a waiver of such Indemnified Party’s rights and remedies under this Agreement unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objectsshall have failed to notify the applicable Indemnifying Party of such breach or non-compliance in a timely manner in accordance with the terms of this Article 5. No express or implied waiver by an Indemnified Party of any default hereunder shall in any way be, or be construed to be, a waiver of any other default. The failure or delay of an Indemnified Party 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 hereunder shall not exhaust the same or constitute a waiver of any other right provided herein.

Notice of Claims. Within thirty (30Each party indemnified under Section 4(a) days or Section 4(b) of this Agreement shall, promptly after a Person seeking indemnification hereunder (hereinafter the “Indemnified Party”) has received receipt of notice of or has acquired knowledge of any claim by any Person not a Party to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not against such indemnified party in respect of which indemnity may be sought, notify the indemnifying party in writing of the commencement thereof, enclosing a Party to this Agreement (“third party claim”) or has acquired knowledge copy of all papers served on such indemnified party. The omission of any other claim hereunder against another Party hereto (“first indemnified party claim”) so to notify an indemnifying party of any such action shall not relieve the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter the “Indemnifying Party”), give the Indemnifying Party written notice of such claim and the commencement or threatened commencement indemnifying party from any liability in respect of such action which it may have to such indemnified party on account of the indemnity agreement contained in Section 4(a) or proceedingSection 4(b) of this Agreement, if anyunless the indemnifying party was prejudiced by such omission, and in no event shall relieve the indemnifying party from any other liability which it may have to such indemnified party. Such notice In case any such action shall state be brought against any indemnified party and it shall notify an indemnifying party of the nature and basis of such claimcommencement thereof, the indemnifying party shall be entitled to participate therein and, if ascertainable, the amount thereof. Notwithstanding the foregoing, the failure of the Indemnified Party to give such notice shall not excuse the Indemnifying Party’s obligation to indemnify and, in the case of a third party claim, defend the Indemnified Party, except to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the Indemnifying Party has suffered damage or prejudice by reason of the Indemnified Party’s failure to give or delay in giving such notice. Within ten (10) business days of receipt of any notice issued by the Indemnified Party pursuant to this Section 12.3, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third party claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third party claim, the Indemnified Party shall have the right to defend such claimthereof, with counsel satisfactory to such indemnified party; provided that if any indemnified party or parties reasonably determine that there may be legal defenses available to such indemnified party that are different from or in addition to those available to such indemnifying party or that representation of its own selection, such indemnifying party and compromise such claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third indemnified party claim, the Indemnifying Party shall defend by the same with counsel would present a conflict of interest, then such indemnifying party shall not be entitled to assume such defense. If an indemnifying party assumes the defense of an action in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claim, the Indemnified Party may, at its expense, participate in the defense of such third party claim and no such third party claim shall be settled as permitted by the Indemnified Party without the prior written consent provisions of the Indemnifying Party which consent this paragraph, such indemnifying party shall not be unreasonably withheld liable to such indemnified party under Section 4(a) or delayedSection 4(b) of this Agreement for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. At In no event shall the indemnifying party be liable for the fees and expenses of more than one counsel (in addition to local counsel) separate from its own counsel for all indemnified parties in connection with any time after the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment one action of separate but similar or compromise of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, related actions in the event same jurisdiction arising out of the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy same general allegations or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objectscircumstances.

Notice of Claims. Within thirty (30a) days Promptly after a Person seeking indemnification hereunder (hereinafter the “Indemnified Party”) has received receipt by an indemnified party of written notice of or has acquired knowledge of any claim by any Person not a Party to this Agreement of the commencement or threatened commencement of any investigation, claim, proceeding or other action in respect of which indemnity may be sought from the indemnitor under either Section 9.2 or proceeding by any Person not a Party to this Agreement 9.3 (each, an “third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter the “Indemnifying PartyAction”), give such indemnified party shall notify the Indemnifying Party written notice indemnitor in writing of such claim and the commencement or threatened commencement of such action or proceeding, if any. Such notice shall state Action; but the nature and basis of such claim, and, if ascertainable, omission to so notify the amount thereof. Notwithstanding the foregoing, the failure of the Indemnified Party to give such notice indemnitor shall not excuse the Indemnifying Party’s obligation relieve it from any liability that it may otherwise have to indemnify and, in the case of a third party claim, defend the Indemnified Partysuch indemnified party, except to the extent that the Indemnifying Party has suffered damage indemnitor is materially prejudiced or prejudice by reason forfeits substantive rights or defenses as a result of such failure. In connection with any Action in which the indemnitor and any indemnified party are parties, the indemnitor shall be entitled to participate therein, and may assume the defense thereof. Notwithstanding the assumption of the Indemnified Party’s failure to give or delay in giving such notice. Within ten (10) business days of receipt defense of any notice issued such Action by the Indemnified Party pursuant to this Section 12.3indemnitor, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third each indemnified party claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third party claim, the Indemnified Party shall have the right to defend such claim, with employ separate counsel of its own selection, and compromise such claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party shall defend the same with counsel in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claim, the Indemnified Party may, at its expense, participate in the defense of such third Action, and the indemnitor shall bear the fees, costs and expenses of such separate counsel to such indemnified party claim if: (i) the indemnitor shall have agreed to the retention of such separate counsel, (ii) the defendants in, or target of, any such Action include more than one indemnified party or both an indemnified party and no the indemnitor shall have concluded that representation of such third indemnified party claim by the same counsel would be inappropriate due to actual or, as reasonably determined by such indemnified party’s counsel, potential differing interests between them in the conduct of the defense of such Action, or if there may be legal defenses available to such indemnified party that are different from or additional to those available to the other indemnified party or to the indemnitor, or (iii) the indemnitor shall have failed to employ counsel reasonably satisfactory to such indemnified party within a reasonable period of time after notice of the institution of such Action. If such indemnified party retains separate counsel in cases other than as described in clauses (i), (ii), or (iii) above, such counsel shall be settled by retained at the Indemnified Party expenses of such indemnified party. Except as provided above, it is hereby agreed and understood that the indemnitor shall not, in connection with any Action in the same jurisdiction, be liable for the fees and expenses of more than one counsel for all such indemnified parties (together with appropriate local counsel). The party from whom indemnification is sought shall not, without the prior written consent of the Indemnifying Party party seeking indemnification (which consent shall not be unreasonably withheld withheld), settle or delayed. At compromise any time after claim or consent to entry of any judgment that does not include an unconditional release of the Indemnifying Party acknowledges its obligations hereunder party seeking indemnification from all liabilities with respect to any third party such claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objects.

Notice of Claims. Within thirty (30) days after a Person seeking indemnification hereunder (hereinafter An indemnified party shall give prompt written notice to the “Indemnified Party”) has received notice of or has acquired knowledge indemnifying party of any claim by any Person not against the indemnified party which might give rise to a Party to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter indemnified party against the “Indemnifying Party”)indemnifying party under the indemnification provisions contained herein, give the Indemnifying Party written notice of such claim and the commencement or threatened commencement of such action or proceeding, if any. Such notice shall state stating the nature and basis of such claim, and, if ascertainable, the claim and the actual or estimated amount thereof. Notwithstanding the foregoing, the provided, however, that failure of the Indemnified Party to give such notice shall will not excuse affect the Indemnifying Party’s obligation of the indemnifying party to indemnify andprovide indemnification in accordance with the terms of Section 6.1 or 6.2 unless, in the case of a third party claim, defend the Indemnified Party, except and only to the extent the Indemnifying Party has suffered damage or prejudice by reason of the Indemnified Party’s failure to give or delay in giving such notice. Within ten (10) business days of receipt of any notice issued by the Indemnified Party pursuant to this Section 12.3that, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third indemnifying party claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligationsis actually prejudiced thereby. In the event the Indemnifying Party disclaims that any action, suit or fails to timely acknowledge its obligations proceeding is brought against any indemnified party with respect to any claim which the indemnifying party may have liability under the indemnification provisions contained herein, the indemnifying party shall, upon written acknowledgement by the Indemnified Party relating indemnifying party that such action, suit or proceeding is an indemnifiable Loss pursuant to Section 6.1 or 6.2, have the right, at the cost and expense of the indemnifying party, to defend such action in the name and on behalf of the indemnified party (using counsel satisfactory to the indemnified party), and, in connection with any third party claimsuch action, the Indemnified Party indemnified party and the indemnifying party agree to render to each other such assistance as may reasonably be required in order to ensure proper and adequate defense of such action, provided, however, that an indemnified party shall have the right to retain its own counsel, with fees and expenses paid by the indemnifying party, if representation of such indemnified party by counsel retained by the indemnifying party would be inappropriate because of actual or potential differing interests between such indemnified party and the indemnifying party. If the indemnifying party shall fail to defend such action, suit or proceeding, then the indemnified party shall have the right to defend such claim, with counsel of its own selection, and compromise such claim action without prejudice to its right rights to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claimunder Section 6.1 or 6.2 and, in connection therewith, the Indemnifying Party shall defend indemnified party and the same with counsel indemnifying party agree to render to each other such assistance as may reasonably be required in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect order to any third party claim, the Indemnified Party may, at its expense, participate in the ensure proper and adequate defense of such third action. Neither the indemnified party nor the indemnifying party shall make any settlement of any claim and no such third which might give rise to liability of the indemnifying party claim shall be settled by under the Indemnified Party indemnification provisions contained herein without the prior written consent of the Indemnifying Party each party, which consent shall not be unreasonably withheld withheld, delayed or delayed. At any time after the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objectsconditioned.

Notice of Claims. Within thirty (30) days after a Person seeking indemnification hereunder (hereinafter An indemnified party shall give prompt written notice to the “Indemnified Party”) has received notice of or has acquired knowledge indemnifying party of any claim by any Person not against the indemnified party which might give rise to a Party to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter indemnified party against the “Indemnifying Party”)indemnifying party under the indemnification provisions contained herein, give the Indemnifying Party written notice of such claim and the commencement or threatened commencement of such action or proceeding, if any. Such notice shall state stating the nature and basis of such claim, and, if ascertainable, the claim and the actual or estimated amount thereof. Notwithstanding the foregoing, the provided, however, that failure of the Indemnified Party to give such notice shall will not excuse effect the Indemnifying Party’s obligation of the indemnifying party to indemnify andprovide indemnification in accordance with the terms of Section 6.1 unless, in the case of a third party claim, defend the Indemnified Party, except and only to the extent the Indemnifying Party has suffered damage or prejudice by reason of the Indemnified Party’s failure to give or delay in giving such notice. Within ten (10) business days of receipt of any notice issued by the Indemnified Party pursuant to this Section 12.3that, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third indemnifying party claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligationsis actually prejudiced thereby. In the event the Indemnifying Party disclaims that any action, suit or fails to timely acknowledge its obligations proceeding is brought against any indemnified party with respect to any claim which the indemnifying party may have liability under the indemnification provisions contained herein, the indemnifying party shall, upon written acknowledgement by the Indemnified Party relating indemnifying party that such action, suit or proceeding is an indemnifiable loss pursuant to Section 6.1, have the right, at the cost and expense of the indemnifying party, to defend such action in the name and on behalf of the indemnified party (using counsel reasonably satisfactory to the indemnified party), and, in connection with any third party claimsuch action, the Indemnified Party indemnified party and the indemnifying party agree to render to each other such assistance as may reasonably be required in order to ensure proper and adequate defense of such action, provided, however, that an indemnified party shall have the right to retain its own counsel, with fees and expenses paid by the indemnifying party, if representation of such indemnified party by counsel retained by the indemnifying party would be inappropriate because of an actual conflict of interest between such indemnified party and the indemnifying party in the particular matter at hand. If the indemnifying party shall fail to defend such action, suit or proceeding, then the indemnified party shall have the right to defend such claim, with counsel of its own selection, and compromise such claim action without prejudice to its right rights to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claimunder Section 6.1 and, in connection therewith, the Indemnifying Party shall defend indemnified party and the same with counsel indemnifying party agree to render to each other such assistance as may reasonably be required in accordance with this Section. Where an effort to provide for the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claim, the Indemnified Party may, at its expense, participate in the appropriate defense of such third action. Neither the indemnified party nor the indemnifying party shall make any settlement of any claim and no such third which might give rise to liability of the indemnifying party claim shall be settled by under the Indemnified Party indemnification provisions contained herein without the prior written consent of the Indemnifying Party each party, which consent shall not be unreasonably withheld withheld, delayed or delayed. At any time after the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objectsconditioned.

Notice of Claims. Within thirty (30) days after a Person seeking indemnification hereunder (hereinafter An indemnified party shall give prompt written notice to the “Indemnified Party”) has received notice of or has acquired knowledge indemnifying party of any claim by any Person not against the indemnified party which might give rise to a Party to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto indemnified party against the indemnifying party under the indemnification provisions contained herein (hereinafter including claims for less than $250,000 in the “Indemnifying Party”aggregate), give the Indemnifying Party written notice of such claim and the commencement or threatened commencement of such action or proceeding, if any. Such notice shall state stating the nature and basis of such claim, and, if ascertainable, the claim and the actual or estimated amount thereof. Notwithstanding the foregoing, the provided, however, that failure of the Indemnified Party to give such notice shall will not excuse effect the Indemnifying Party’s obligation of the indemnifying party to indemnify andprovide indemnification in accordance with the terms of Section 7.01 or 7.02 unless, in the case of a third party claim, defend the Indemnified Party, except and only to the extent the Indemnifying Party has suffered damage or prejudice by reason of the Indemnified Party’s failure to give or delay in giving such notice. Within ten (10) business days of receipt of any notice issued by the Indemnified Party pursuant to this Section 12.3that, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third indemnifying party claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligationsis actually prejudiced thereby. In the event the Indemnifying Party disclaims that any action, suit or fails to timely acknowledge its obligations proceeding is brought against any indemnified party with respect to any claim which the indemnifying party may have liability under the indemnification provisions contained herein, the indemnifying party shall, upon written acknowledgment by the Indemnified Party relating indemnifying party that such action, suit or proceeding is an indemnifiable Loss pursuant to Section 7.01 or 7.02, have the right, at the cost and expense of the indemnifying party, to defend such action in the name and on behalf of the indemnified party (using counsel satisfactory to the indemnified party), and, in connection with any third party claimsuch action, the Indemnified Party indemnified party and the indemnifying party shall render to each other such assistance as may reasonably be required in order to ensure proper and adequate defense of such action, provided, however, that an indemnified party shall have the right to retain its own counsel, with fees and expenses paid by the indemnifying party, if representation of such indemnified party by counsel retained by the indemnifying party would be inappropriate because of actual or potential differing interests between such indemnified party and the indemnifying party. If the indemnifying party shall fail to defend such action, suit or proceeding, then the indemnified party shall have the right to defend such claim, with counsel of its own selection, and compromise such claim the same without prejudice to its right rights to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claimunder Section 7.01 or 7.02 and, in connection therewith, the Indemnifying Party indemnified party and the indemnifying party shall defend the same with counsel render to each other such assistance as may reasonably be required in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect order to any third party claim, the Indemnified Party may, at its expense, participate in the ensure proper and adequate defense of such third action. Neither the indemnified party nor the indemnifying party shall make any settlement of any claim and no such third which might give rise to Liability of the indemnifying party claim shall be settled by under the Indemnified Party indemnification provisions contained herein without the prior written consent of the Indemnifying Party each party, which consent shall not be unreasonably withheld withheld, delayed or delayed. At any time after the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objectsconditioned.

Notice of Claims. Within thirty (30) The indemnified party shall promptly, and in any ---------------- event within 30 days after a Person seeking of learning of such matter, notify the indemnifying party in writing of all matters which may give rise to the right to indemnification hereunder. If the indemnifying party does not receive notice of any matter known to the indemnified party and as to which the indemnified party is entitled to indemnification hereunder (hereinafter within such time period, the “Indemnified Party”) has received notice indemnifying party shall not be obligated to indemnify the indemnified party for any increase in the amount of or has acquired knowledge of any claim by any Person not a Party to indemnification obligations under this Agreement of that the commencement or threatened commencement of any action or proceeding by any Person not a Party indemnifying party can demonstrate is attributable to this Agreement (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter the “Indemnifying Party”), give the Indemnifying Party written notice of such claim and the commencement or threatened commencement of such action or proceeding, if any. Such notice shall state the nature and basis of such claim, and, if ascertainable, the amount thereof. Notwithstanding the foregoing, the failure of the Indemnified Party indemnified party to give so notify the indemnifying party within such notice time period. The indemnified party shall have the right: (a) with the consent of each party, which shall not excuse the Indemnifying Party’s obligation be unreasonably withheld or delayed, to indemnify and, settle all indemnifiable matters related to claims by third parties which are susceptible to being settled; and (b) to participate in the case defense, through counsel of its own choosing, at its own expense, of any action which may be brought by a third party claim, defend in connection therewith (it being understood that the Indemnified Party, except to the extent the Indemnifying Party has suffered damage or prejudice by reason of the Indemnified Party’s failure to give or delay in giving such notice. Within ten (10) business days of receipt of any notice issued by the Indemnified Party pursuant to this Section 12.3, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third indemnifying party claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third party claim, the Indemnified Party shall have the right to defend such claim, third party actions with counsel reasonably acceptable to the indemnified party). Each party shall keep each other reasonably informed of its own selection, and compromise such claim without prejudice to its right to indemnification the progress of any litigation or settlement negotiations with third parties in connection with a matter indemnified against hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder Subject to non-waiver of applicable legal privileges, each party shall permit each other reasonable access to books and records and otherwise cooperate with respect to any indemnifiable matter resulting from a claim by a third party claim, the Indemnifying Party shall defend the same with counsel in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claim, the Indemnified Party may, at its expense, participate in the defense of such third party claim and no such third party claim shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which consent shall not be unreasonably withheld or delayed. At any time after the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objectsparty.

Notice of Claims. Within thirty (30) days after a Person seeking indemnification hereunder (hereinafter the “Indemnified Party”) has received notice of or has acquired knowledge of any claim by any Person not a Party to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter the “Indemnifying Party”), give the Indemnifying Party written notice of such claim and the commencement or threatened commencement of such action or proceeding, if any. Such notice shall state the nature and basis of such claim, and, if ascertainable, the amount thereof. Notwithstanding the foregoing, the failure of the Indemnified Party to give such notice shall not excuse the Indemnifying Party’s obligation to indemnify and, in the case of a third party claim, defend the Indemnified Party, except to the extent the Indemnifying Party has suffered damage or prejudice by reason of the Indemnified Party’s failure to give or delay in giving such notice. Within ten (10) business days of receipt of any notice issued by the Indemnified Party pursuant to this Section 12.3, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third party claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third party claim, the Indemnified Party shall have the right to defend such claim, with counsel of its own selection, and compromise such claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party shall defend the same with counsel in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claim, the Indemnified Party may, at its expense, participate in the defense of such third party claim and no such third party claim shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which consent shall not be unreasonably withheld or delayed. At any time after the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objects. 22 12.4.

Notice of Claims. Within thirty (30) days after a Person seeking indemnification hereunder (hereinafter An indemnified party shall give prompt written ---------------- notice to the “Indemnified Party”) has received notice of or has acquired knowledge indemnifying party of any claim by any Person not against the indemnified party which might give rise to a Party to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter indemnified party against the “Indemnifying Party”)indemnifying party under the indemnification provisions contained herein, give the Indemnifying Party written notice of such claim and the commencement or threatened commencement of such action or proceeding, if any. Such notice shall state stating the nature and basis of such claim, and, if ascertainable, the claim and the actual or estimated amount thereof. Notwithstanding the foregoing; provided, the however, that failure of the Indemnified Party ----------------- to give such notice shall will not excuse effect the Indemnifying Party’s obligation of the indemnifying party to indemnify andprovide indemnification in accordance with the terms of Section 6.1 unless, in the case of a third party claim, defend the Indemnified Party, except and only to the extent the Indemnifying Party has suffered damage or prejudice by reason of the Indemnified Party’s failure to give or delay in giving such notice. Within ten (10) business days of receipt of any notice issued by the Indemnified Party pursuant to this Section 12.3that, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third indemnifying party claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligationsis actually prejudiced thereby. In the event the Indemnifying Party disclaims that any action, suit or fails to timely acknowledge its obligations proceeding is brought against any indemnified party with respect to any claim which the indemnifying party may have liability under the indemnification provisions contained herein, the indemnifying party shall, upon written acknowledgement by the Indemnified Party relating indemnifying party that such action, suit or proceeding is an indemnifiable loss pursuant to Section 6.1, have the right, at the cost and expense of the indemnifying party, to defend such action in the name and on behalf of the indemnified party (using counsel reasonably satisfactory to the indemnified party), and, in connection with any third party claimsuch action, the Indemnified Party indemnified party and indemnifying party agree to render to each other such assistance as may reasonably be required in order to ensure proper and adequate defense of such action; provided, however, that an indemnified party shall have the ----------------- right to retain its own counsel, with fees and expenses paid by the indemnifying party, if representation of such indemnified party by counsel retained by the indemnifying party would be inappropriate because of an actual conflict of interest between such indemnified party and the indemnifying party in the particular matter at hand. If the indemnifying party shall fail to defend such action, suit or proceeding, then the indemnified party shall have the right to defend such claim, with counsel of its own selection, and compromise such claim action without prejudice to its right rights to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claimunder Section 6.1 and, in connection therewith, the Indemnifying Party shall defend indemnified party and the same with counsel indemnifying party agree to render to each other such assistance as may reasonably be required in accordance with this Section. Where an effort to provide for the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claim, the Indemnified Party may, at its expense, participate in the appropriate defense of such third action. Neither the indemnified party nor the indemnifying party shall make any settlement of any claim and no such third which might give rise to liability of the indemnifying party claim shall be settled by under the Indemnified Party indemnification provisions contained herein without the prior written consent of the Indemnifying Party each party, which consent shall not be unreasonably withheld withheld, delayed or delayed. At any time after the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objectsconditioned.

Notice of Claims. Within thirty (30) days after a Person seeking indemnification hereunder (hereinafter The Indemnified Party shall promptly notify the “Indemnified Party”) has received notice of or has acquired knowledge Indemnifying Party in writing of any claim by any Person not a Party to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement (“third party claim”) or has acquired knowledge which may give rise to the right to indemnification hereunder; provided, however, that failure to timely give the notice provided in this Section 8.3 shall not be a defense to the liability of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter the “Indemnifying Party”), give the Indemnifying Party written notice of such claim and the commencement or threatened commencement of such action or proceeding, if any. Such notice shall state the nature and basis of for such claim, and, if ascertainable, the amount thereof. Notwithstanding the foregoing, the failure of the Indemnified Party to give such notice shall not excuse the Indemnifying Party’s obligation to indemnify and, in the case of a third party claim, defend the Indemnified Party, except to the extent but the Indemnifying Party has suffered damage or prejudice by reason of may recover any actual damages arising from the Indemnified Party’s failure to give or delay in giving such timely notice. Within The Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge any such matter covered by this Article VIII without the Indemnifying Party’s prior written consent (which shall not be unreasonably withheld). The Indemnifying Party shall have the right, with the consent of the Indemnified Party (which shall not be unreasonably withheld, delayed or conditioned), to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a Person other than the Indemnified Party, the Indemnifying Party may, at its sole cost and expense, upon written notice to the Indemnified Party received by the Indemnified Party within ten (10) business calendar days of after the Indemnifying Party’s receipt of notice of such claim, assume the defense of any notice issued by such claim or legal proceeding. If the Indemnified Indemnifying Party pursuant to this Section 12.3assumes the defense of any such claim or legal proceeding, the Indemnifying Party shall notify select counsel reasonably acceptable to the Indemnified Party whether to conduct the defense of such claims or legal proceedings and, at the Indemnifying Party’s sole cost and expense, shall take all steps necessary in the defense or settlement thereof. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its own counsel and at its own expense, and shall be entitled to any and all information and documentation relating thereto. If the Indemnifying Party acknowledges its indemnification obligation and, in does not assume the case defense of a third party claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third party claim, the Indemnified Party shall have the right to defend such claim, with counsel of its own selection, and compromise such claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party shall defend the same with counsel or litigation resulting therefrom in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claimterms hereof, the Indemnified Party may, at its expense, participate in the defense of such third party claim Indemnifying Party’s expense and no such third party claim shall be settled by the Indemnified Party without the upon prior written notice to the Indemnifying Party (with reasonable opportunity for the Indemnifying Party to assume such defense), defend against such claim or litigation in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to the Indemnifying Party, with the consent of the Indemnifying Party which (such consent shall not to be unreasonably withheld withheld, delayed or delayedconditioned). At any time after The Indemnified Party will cooperate reasonably with the Indemnifying Party acknowledges in its obligations hereunder with respect efforts to any third party claimconduct or resolve such matters, including by making available to the Indemnifying Party may request the relevant documents and witnesses. The Indemnified Party to agree in writing to the payment or compromise of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event and the Indemnifying Party does so, shall keep each other informed of all settlement negotiations with third parties and of the progress of any [*] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. litigation with third parties. The Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by and the Indemnifying Party, Party shall permit each other reasonable access to which the Indemnified Party reasonably objectsbooks and records and shall otherwise cooperate with all reasonable requests of each other in connection with any indemnifiable matter resulting from a claim by a third Person.

Notice of Claims. Within thirty DEFENSE OF THIRD PARTY. A party claiming indemnification under this Article XIV (30the "Asserting Party") days must notify (in writing, in reasonable detail and within a reasonable period of time after a Person seeking indemnification hereunder (hereinafter the “Indemnified Party”) has received notice Asserting Party becomes aware of or has acquired knowledge of any claim by any Person not a Party to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement (“third party such claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim party from which indemnification is indemnifiable by sought (the other Party pursuant hereto (hereinafter the “Indemnifying "Defending Party”), give the Indemnifying Party written notice ") of such claim and the commencement or threatened commencement of such action or proceeding, if any. Such notice shall state the nature and basis of such claim for indemnification. If such claim relates to a claim, andsuit, if ascertainablelitigation or other action by a third party against the Asserting Party or any fixed or contingent liability to a third party (a "Third Party Claim"), the amount thereofDefending Party may elect to assume and control the defense of the Third Party Claim at its own expense with counsel selected by the Defending Party from and after such time as the Defending Party unconditionally agrees in writing to accept, as against the Asserting Party, all liabilities on account of such Third Party Claim. Assumption of such liability, as against the Asserting Party, shall not be deemed an admission of liability as against any such third party. Notwithstanding the foregoing, the failure Defending Party may not assume or control the defense if the named parties to the Third Party Claim (including any impleaded parties) include both the Defending Party and the Asserting Party and representation of both parties by the Indemnified Party same counsel (in such counsel's reasonable determination) would be inappropriate due to give such notice shall not excuse the Indemnifying Party’s obligation to indemnify andactual or potential differing interests between them, in which case the case of a third party claim, defend the Indemnified Party, except to the extent the Indemnifying Party has suffered damage or prejudice by reason of the Indemnified Party’s failure to give or delay in giving such notice. Within ten (10) business days of receipt of any notice issued by the Indemnified Party pursuant to this Section 12.3, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third party claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third party claim, the Indemnified Asserting Party shall have the right to defend such claim, with the Third Party Claim and to employ counsel of its own selectionreasonably approved by the Defending Party, and compromise such claim without prejudice to its right the extent the matter is determined to be subject to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Defending Party shall defend reimburse the same with counsel in accordance with Asserting Party for the reasonable costs of its counsel. If the Defending Party assumes liability for the Third Party Claim as against the Asserting Party and assumes the defense and control of the Third Party Claim pursuant to this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claimSection 14.03, the Indemnified Defending Party may, at its expense, participate in the defense of such third party claim and no such third party claim shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which consent shall not be unreasonably withheld liable for any fees and expenses of counsel for the Asserting Party incurred thereafter in connection with the Third Party Claim (except in the case of actual or delayed. At any time after potential differing interests, as provided in the Indemnifying Party acknowledges its obligations hereunder with respect preceding sentence), but shall not agree to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise settlement of such third party claim (provided such payment or compromise has been previously approved in writing Third Party Claim which does not include an unconditional release of the Asserting Party by the third party claimantclaimant on account thereof, PROVIDED that such requirement shall be deemed waived to the extent that the Asserting Party does not undertake to provide and promptly execute and, concurrently with the delivery of any such release, deliver a corresponding release of the third party claimant with respect to such Third Party Claim. If the Defending Party does not assume liability for and the defense of the Third Party Claim pursuant to this Section 14.03, the Asserting Party shall have the right (i) to control the defense thereof and (ii), and, in if the event the Indemnifying Party does so, the Indemnified Asserting Party shall promptly agree have notified the Defending Party of the Asserting Party's intention to negotiate a settlement of the Third Party Claim (at the Defending Party's expense to the extent the matter is determined to be subject to indemnification hereunder), which notice shall include the material terms of any proposed settlement in reasonable detail, to settle the Third Party Claim (at the Defending Party's expense to the extent the matter is determined to be subject to indemnification hereunder) on terms not materially inconsistent with those set forth in such notice, unless the Defending Party shall have notified the Asserting Party in writing of the Defending Party's election to assume liability for and the defense of the Third Party Claim pursuant to this Section 14.03 within ten days after receipt of such settlementnotice, and the Defending Party promptly thereafter shall have taken appropriate action to implement such defense. The Asserting Party shall not be entitled to settle any such Third Party Claim pursuant to the preceding sentence unless such settlement would involve a remedy or remedies, other than includes an unconditional release of the payment of money damages Defending Party by the Indemnifying PartyThird party claimant on account thereof, PROVIDED that such requirement shall be deemed waived to which the Indemnified extent that the Defending Party reasonably objectsdoes not undertake to provide and promptly execute and, concurrently with delivery of any such release, deliver a corresponding release of the third party claimant with respect to such Third Party Claim. The Asserting Party and the Defending Party shall use all reasonable efforts to cooperate fully with respect to the defense and settlement of any Third Party Claim covered by this Article XIV.

Notice of Claims. Within thirty (30) days Each party indemnified under Section 4.4.1 or Section 4.4.2 above shall, promptly after a Person seeking indemnification hereunder (hereinafter the “Indemnified Party”) has received receipt of notice of or has acquired knowledge the commencement of any claim by any Person not a Party to this Agreement or action against such indemnified party in respect of which indemnity may be sought, notify the indemnifying party in writing of the commencement or threatened commencement thereof. The omission of any action or proceeding by any Person not a Party indemnified party so to this Agreement (“third notify an indemnifying party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first such action shall not relieve the indemnifying party claim”) the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter the “Indemnifying Party”), give the Indemnifying Party written notice of such claim and the commencement or threatened commencement from any liability in respect of such action that it may have to such indemnified party on account of the indemnity agreement contained in Section 4.4.1 or proceedingSection 4.4.2 above, if anyunless the indemnifying party was prejudiced by such omission, and in no event shall relieve the indemnifying party from any other liability which it may have to such indemnified party. Such notice In case any such action shall state be brought against any indemnified party and it shall notify an indemnifying party of the nature and basis of commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such claimindemnified party, and, if ascertainableafter notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the amount thereofindemnifying party shall not be liable to such indemnified party under Section 4.4.1 or Section 4.4.2 above for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof or response thereto other than reasonable costs of investigation. Notwithstanding the foregoingabove, the failure however, if representation of the Indemnified Party to give such notice shall not excuse the Indemnifying Party’s obligation to indemnify and, in the case of a third party claim, defend the Indemnified Party, except to the extent the Indemnifying Party has suffered damage one or prejudice by reason of the Indemnified Party’s failure to give or delay in giving such notice. Within ten (10) business days of receipt of any notice issued more indemnified parties by the Indemnified Party pursuant to this Section 12.3, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third party claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim counsel retained by the indemnifying party would be inappropriate due to actual conflicting interests between such indemnified parties (the "Conflicting Indemnified Party relating to Parties") and any third other party claimrepresented by such counsel in such proceeding, the then such Conflicting Indemnified Party Parties shall have the right to defend such claimretain one separate counsel, with counsel chosen by a majority of its own selection, and compromise such claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party shall defend the same with counsel in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claim, the Conflicting Indemnified Party mayParties, at its expensethe expense of the indemnifying party. No indemnifying party, participate (A) in the defense of any such third claim or litigation, shall, except with the consent of each indemnified party, which consent shall not unreasonably be withheld, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim and no such third party claim or litigation, or (B) shall be settled by the Indemnified Party liable for amounts paid in any settlement if such settlement is effected without the prior written consent of the Indemnifying Party indemnifying party, which consent shall not be unreasonably withheld or delayed. At any time after the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objectswithheld.

Notice of Claims. Within An Indemnified Party shall notify the Indemnifying Party within a reasonable period of time after becoming aware of any Damages which the Indemnified Party shall have determined has given or could give rise to a claim for indemnification under Section 9.1 hereof. Such notice shall include an estimate of the Damages that the Indemnified Party has determined may be incurred. As soon as practicable after the date of such notice, the Indemnified Party shall provide to the Indemnifying Party all information and documentation necessary to support and verify the Damages so claimed and the Indemnifying Party and its agents shall be given access to all books and records in the possession or control of the Indemnified Party which the Indemnifying Party reasonably determines to be related to such claim. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the claim or the estimated amount of Damages described in such notice, or fails to notify the Indemnified Party within thirty (30) days after a Person seeking indemnification hereunder (hereinafter the “Indemnified Party”) has received notice of or has acquired knowledge of any claim by any Person not a Party to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter the “Indemnifying Party”), give the Indemnifying Party written notice delivery of such claim and the commencement or threatened commencement of such action or proceeding, if any. Such notice shall state the nature and basis of such claim, and, if ascertainable, the amount thereof. Notwithstanding the foregoing, the failure of the Indemnified Party to give such notice shall not excuse the Indemnifying Party’s obligation to indemnify and, in the case of a third party claim, defend the Indemnified Party, except to the extent the Indemnifying Party has suffered damage or prejudice by reason of the Indemnified Party’s failure to give or delay in giving such notice. Within ten (10) business days of receipt of any notice issued by the Indemnified Party pursuant to this Section 12.3, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third party claim, its defense obligation with respect to disputes the claim which was or the subject estimated amount of the Indemnified Party’s notice or whether it disclaims Damages described in such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third party claimnotice, the Indemnified Party shall have the right to defend such contest, settle or compromise the claim, with counsel but only for the payment of money damages, in the exercise of its own selectionreasonable discretion; provided, and compromise such claim without prejudice to its right to indemnification hereunder. In however, that the event Indemnified Party shall notify the Indemnifying Party timely acknowledges its obligations hereunder with respect of any compromise or settlement of any such claim and the amount of Damages (which shall only be for the payment of money damages) to any third party claimbe paid under such compromise or settle- ment, which amount the Indemnifying Party shall defend pay to the same with counsel in accordance with this SectionIndemnified Party. Where the The Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect not agree to any third party claimsettlement or the entry of a judgment in any action, the Indemnified Party may, at its expense, participate in the defense of such third party claim and no such third party claim shall be settled by the Indemnified Party suit or proceeding without the prior written consent of the Indemnifying Party Indemnified Party, which consent shall not be unreasonably withheld or delayed. At any time after the Indemnifying Party acknowledges its obligations hereunder with respect (it being understood that it is reasonable to any third party claimwithhold such consent if, among other things, the Indemnifying Party may request settlement or the entry of a judgment (A) lacks a complete release of the Indemnified Party to agree in writing to the payment for all liability with respect thereto or compromise of such third party claim (provided such payment B) imposes any liability or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, obligation on the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objects).

Notice of Claims. Within thirty (30Each party hereto agrees to give prompt ---------------- written notice to the other(s) days after a Person seeking indemnification hereunder (hereinafter the “Indemnified Party”) has received notice of or has acquired knowledge of any claim against the party giving notice which might give rise to a claim by any Person not a Party to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement (“third party claim”) or has acquired knowledge of any other claim hereunder it against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant party hereto (hereinafter based upon the “Indemnifying Party”)indemnification provisions contained herein, give the Indemnifying Party written notice of such claim and the commencement or threatened commencement of such action or proceeding, if any. Such notice shall state stating the nature and basis of such claim, and, if ascertainable, the claim and the actual or estimated amount thereof. Notwithstanding the foregoing; provided, the however, that failure of the Indemnified Party to give such notice shall will not excuse affect the Indemnifying Party’s -------- ------- obligation of the indemnifying party to indemnify andprovide indemnification in accordance with the provisions of this Article 4 unless, in the case of a third party claim, defend the Indemnified Party, except and only to the --------- extent the Indemnifying Party has suffered damage or prejudice by reason of the Indemnified Party’s failure to give or delay in giving that, such notice. Within ten (10) business days of receipt of any notice issued by the Indemnified Party pursuant to this Section 12.3, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third indemnifying party claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligationsis actually prejudiced thereby. In the event that any action, suit or proceeding is brought against Seller or the Indemnifying Party disclaims or fails to timely acknowledge its obligations Company with respect to which any claim by party hereto may have liability under the Indemnified Party relating to any third party claimindemnification provisions contained herein, the Indemnified Party indemnifying party shall have the right right, at its or his or her sole cost and expense, to defend such claimaction in the name or on behalf of the indemnified party and, in connection with any such action, suit or proceeding, the parties hereto agree to render to each other such assistance as may reasonably be required in order to ensure the proper and adequate defense of any such action, suit or proceeding; provided, however, that an indemnified party shall have the -------- ------- right to retain its own counsel, with counsel of its own selectionthe fees and expenses to be paid by the indemnifying party, and compromise such claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party shall defend the same with counsel in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claim, the Indemnified Party may, at its expense, participate in the defense if representation of such third indemnified party claim and no such third party claim shall be settled by the Indemnified Party counsel retained by the indemnifying party would be inappropriate because of actual or potential differing interests between such indemnified party and any other party represented by such counsel. Neither party hereto shall make any settlement of any claim which might give rise to liability of the other party under the indemnification provisions contained herein without the prior written consent of the Indemnifying Party such other party, which consent such other party covenants shall not be unreasonably withheld or delayed. At any time after the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objectswithheld.

Notice of Claims. Within thirty The Parties agree that in case any claim is made or any suit or action is commenced by any party that is not a party to this Agreement or an Affiliate thereof with respect to Losses that may give rise to a right of indemnification (30) days after a Person seeking indemnification “Third Party Claim”), or any knowledge is received of a state of facts which, if not corrected, may give rise to a right of indemnification, for such party hereunder (hereinafter the “Indemnified Party”) has received notice of or has acquired knowledge of any claim by any Person not a Party to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim is indemnifiable by from the other Party pursuant hereto party (hereinafter the “Indemnifying Party”), the Indemnified Party shall give notice to the Indemnifying Party written as promptly as practicable after the receipt by the Indemnified Party of notice of such claim and the commencement or threatened commencement of such action or proceeding, if any. Such notice shall state the nature and basis knowledge of such claim, andsuit, if ascertainable, action or state of facts. Notice to the amount thereof. Notwithstanding Indemnifying Party under the foregoing, the failure of preceding sentence shall be given no later than fifteen (15) days after receipt by the Indemnified Party of service of process in the event a suit or action has commenced or thirty (30) days under all other circumstances. The failure to give such prompt notice shall not excuse the relieve an Indemnifying Party’s Party of its obligation to indemnify and, in the case of a third party claim, defend the Indemnified Party, except to the extent the Indemnifying Party is prejudiced by such failure. Such notice shall describe in reasonable detail the issue that has suffered damage or prejudice by reason of the Indemnified Party’s failure may result in indemnification pursuant to give Section 15.01 or delay in giving such notice15.03. Within ten (10) business days of receipt of any notice issued by the The Indemnified Party pursuant shall (i) provide to this Section 12.3, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case copies of a third party claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim all notices and documents (including court papers) received by the Indemnified Party relating to any third party claimThird Party Claim that are not separately addressed to the Indemnifying Party and (ii) make available to the Indemnifying Party and its counsel and accountants at reasonable times and for reasonable periods, during normal business hours, all Books and Records of the Indemnified Party shall have the right relating to defend such claim, with counsel of its own selectionany Third Party Claim or other claim for indemnification, and compromise each Party shall render to the other such assistance as it may reasonably require of the other Parties in order to insure prompt and adequate defense of any suit, claim without prejudice or proceeding based upon a state of facts which may give rise to its a right to of indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party shall defend the same with counsel in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claim, the Indemnified Party may, at its expense, participate in the defense of such third party claim and no such third party claim shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which consent shall not be unreasonably withheld or delayed. At any time after the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objects.

Notice of Claims. Within thirty (30) days after a Person seeking indemnification hereunder (hereinafter An indemnified party shall give prompt written notice to the “Indemnified Party”) has received notice of or has acquired knowledge indemnifying party of any claim by any Person not against the indemnified party which might give rise to a Party to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter indemnified party against the “Indemnifying Party”)indemnifying party under the indemnification provisions contained herein, give the Indemnifying Party written notice of such claim and the commencement or threatened commencement of such action or proceeding, if any. Such notice shall state stating the nature and basis of such claim, and, if ascertainable, the claim and the actual or estimated amount thereof. Notwithstanding the foregoing, the provided, however, that failure of the Indemnified Party to give such notice shall will not excuse effect the Indemnifying Party’s obligation of the indemnifying party to indemnify andprovide indemnification in accordance with the terms of Section 9.1 or 9.2 unless, in the case of a third party claim, defend the Indemnified Party, except and only to the extent the Indemnifying Party has suffered damage or prejudice by reason of the Indemnified Party’s failure to give or delay in giving such notice. Within ten (10) business days of receipt of any notice issued by the Indemnified Party pursuant to this Section 12.3that, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third indemnifying party claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligationsis actually prejudiced thereby. In the event the Indemnifying Party disclaims that any action, suit or fails to timely acknowledge its obligations proceeding is brought against any indemnified party with respect to any claim which the indemnifying party may have liability under the indemnification provisions contained herein, the indemnifying party shall, upon written acknowledgement by the Indemnified Party relating indemnifying party that such action, suit or proceeding is an indemnifiable Loss pursuant to Section 9.1 or 9.2, have the right, at the cost and expense of the indemnifying party, to defend such action in the name and on behalf of the indemnified party (using counsel reasonably satisfactory to the indemnified party), and, in connection with any third party claimsuch action, the Indemnified Party indemnified party and the indemnifying party agree to render to each other such assistance as may reasonably be required in order to ensure proper and adequate defense of such action, provided, however, that an indemnified party shall have the right to retain its own counsel, with fees and expenses paid by the indemnifying party, if representation of such indemnified party by counsel retained by the indemnifying party would be inappropriate because of actual or potential differing interests between such indemnified party and the indemnifying party. If the indemnifying party shall fail to defend such action, suit or proceeding, then the indemnified party shall have the right to defend such claim, with counsel of its own selection, and compromise such claim action without prejudice to its right rights to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claimunder Section 9.1 or 9.2 and, in connection therewith, the Indemnifying Party shall defend indemnified party and the same with counsel indemnifying party agree to render to each other such assistance as may reasonably be required in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect order to any third party claim, the Indemnified Party may, at its expense, participate in the ensure proper and adequate defense of such third action. Neither the indemnified party nor the indemnifying party shall make any settlement of any claim and no such third which might give rise to Liability of the indemnifying party claim shall be settled by under the Indemnified Party indemnification provisions contained herein without the prior written consent of the Indemnifying Party each party, which consent shall not be unreasonably withheld withheld, delayed or delayed. At any time after the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objectsconditioned.

Notice of Claims. Within thirty Promptly after receipt by an indemnified party under subsection (30a) days after a Person seeking indemnification hereunder or (hereinafter the “Indemnified Party”b) has received above of written notice of or has acquired knowledge of any claim by any Person not a Party to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement for which indemnification under subsection (“third party claim”a) or has acquired knowledge of any other claim hereunder against another Party hereto (“first b) may be requested, such indemnified party claim”) the Indemnified Party shall, if without regard to whether a claim in respect thereof is to be made against an indemnifying party pursuant to the indemnification provisions of, or as contemplated by, this Section 2.01, notify such claim is indemnifiable by indemnifying party in writing of the other Party pursuant hereto (hereinafter the “Indemnifying Party”), give the Indemnifying Party written notice of such claim and the commencement or threatened commencement of such action or proceeding, if any. Such notice ; but the omission so to notify the indemnifying party shall state the nature and basis not relieve it from any liability which it may have to any indemnified party in respect of such claimaction or proceeding on account of the indemnification provisions of or contemplated by Section 2.01(a) or Section 2.01(b) hereof unless the indemnifying party was materially prejudiced by such failure of the indemnified party to give such notice, and in no event shall such omission relieve the indemnifying party from any other liability it may have to such indemnified party. In case any such action or proceeding shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, such indemnifying party shall be entitled to participate therein and, to the extent that it shall determine, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and, if ascertainableafter notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the amount thereof. Notwithstanding the foregoing, the failure of the Indemnified Party to give such notice indemnifying party shall not excuse the Indemnifying Party’s obligation be liable to indemnify andsuch indemnified party for any legal or any other expenses subsequently incurred by such indemnified party, in connection with the case defense thereof other than reasonable costs of a third investigation (unless such indemnified party claim, defend reasonably objects to such assumption on the Indemnified Party, except grounds that there may be defenses available to it which are different from or in addition to the extent the Indemnifying Party has suffered damage or prejudice by reason of the Indemnified Party’s failure defenses available to give or delay in giving such notice. Within ten (10) business days of receipt of any notice issued by the Indemnified Party pursuant to this Section 12.3, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation andindemnifying party, in the case of a third party claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third indemnified party claim, the Indemnified Party shall have the right to defend such control its defense and shall be reimbursed by the indemnifying party for the expenses incurred in connection with retaining separate counsel). If the indemnifying party is not entitled to, or elects not to, assume the defense of a claim, with it will not be obligated to pay the fees and expenses of more than one counsel of its own selection, and compromise such claim without prejudice (in addition to its right to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder local counsel) for each indemnified party with respect to any third such claim. The indemnifying party claim, the Indemnifying Party shall defend the same with counsel in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect will not be subject to any third party claimliability for any settlement made without its consent, the Indemnified Party may, at its expense, participate in the defense of such third party claim and no such third party claim shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which consent shall not be unreasonably withheld or delayed. At No indemnifying party will consent to entry of any time after judgment or enter into any settlement agreement which does not include as an unconditional term thereof the Indemnifying Party acknowledges its obligations hereunder with giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objectslitigation.

Notice of Claims. Within thirty (30) days after a Person seeking indemnification hereunder (hereinafter the “Indemnified Party”) has received notice of or has acquired knowledge of any claim by any Person not a Party to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter the “Indemnifying Party”), give the Indemnifying Party written notice of such claim and the commencement or threatened commencement of such action or proceeding, if any. Such notice shall state the nature and basis of such claim, and, if ascertainable, the amount thereof. Notwithstanding the foregoing, the failure of the Indemnified Party to give such notice shall not excuse the Indemnifying Party’s obligation to indemnify and, in the case of a third party claim, defend the Indemnified Party, except to the extent the Indemnifying Party has suffered damage or prejudice by reason of the Indemnified Party’s failure to give or delay in giving such notice. Within ten (10) business days of receipt of any notice issued by the Indemnified Party pursuant to this Section 12.310.3, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third party claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third party claim, the Indemnified Party shall have the right to defend such claim, with counsel of its own selection, and compromise such claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party shall defend the same with counsel in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claim, the Indemnified Party may, at its expense, participate in the defense of such third party claim and no such third party claim shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which consent shall not be unreasonably withheld or delayed. At any time after the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objects.

Notice of Claims. Within thirty (30) days after a Person seeking indemnification hereunder (hereinafter An indemnified party shall give prompt written notice to the “Indemnified Party”) has received notice of or has acquired knowledge indemnifying party of any claim by any Person not against the indemnified party which might give rise to a Party to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter indemnified party against the “Indemnifying Party”)indemnifying party under the indemnification provisions contained herein, give the Indemnifying Party written notice of such claim and the commencement or threatened commencement of such action or proceeding, if any. Such notice shall state stating the nature and basis of such claim, and, if ascertainable, the claim and the actual or estimated amount thereof. Notwithstanding the foregoing, the provided, however, that failure of the Indemnified Party to give such notice shall will not excuse effect the Indemnifying Party’s obligation of the indemnifying party to indemnify andprovide indemnification in accordance with the terms of Section 5.1 or 5.2 unless, in the case of a third party claim, defend the Indemnified Party, except and only to the extent the Indemnifying Party has suffered damage or prejudice by reason of the Indemnified Party’s failure to give or delay in giving such notice. Within ten (10) business days of receipt of any notice issued by the Indemnified Party pursuant to this Section 12.3that, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third indemnifying party claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligationsis actually prejudiced thereby. In the event the Indemnifying Party disclaims that any action, suit or fails to timely acknowledge its obligations proceeding is brought against any indemnified party with respect to any claim which the indemnifying party may have liability under the indemnification provisions contained herein, the indemnifying party shall, upon written acknowledgement by the Indemnified Party relating indemnifying party that such action, suit or proceeding is an indemnifiable Loss pursuant to Section 5.1 or 5.2, have the right, at the cost and expense of the indemnifying party, to defend such action in the name and on behalf of the indemnified party (using counsel satisfactory to the indemnified party), and, in connection with any third party claimsuch action, the Indemnified Party indemnified party and the indemnifying party agree to render to each other such assistance as may reasonably be required in order to ensure proper and adequate defense of such action, provided, however, that an indemnified party shall have the right to retain its own counsel, with fees and expenses paid by the indemnifying party, if representation of such indemnified party by counsel retained by the indemnifying party would be inappropriate because of actual or potential differing interests between such indemnified party and the indemnifying party. If the indemnifying party shall fail to defend such action, suit or proceeding, then the indemnified party shall have the right to defend such claim, with counsel of its own selection, and compromise such claim action without prejudice to its right rights to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claimunder Section 5.1 or 5.2 and, in connection therewith, the Indemnifying Party shall defend indemnified party and the same with counsel indemnifying party agree to render to each other such assistance as may reasonably be required in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect order to any third party claim, the Indemnified Party may, at its expense, participate in the ensure proper and adequate defense of such third action. Neither the indemnified party nor the indemnifying party shall make any settlement of any claim and no such third which might give rise to liability of the indemnifying party claim shall be settled by under the Indemnified Party indemnification provisions contained herein without the prior written consent of the Indemnifying Party each party, which consent shall not be unreasonably withheld withheld, delayed or delayed. At any time after the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objectsconditioned.

Notice of Claims. Within thirty (30a) An Indemnified Party shall give written notification to the Indemnifying Party of the commencement of any Third Party Action (a "Claim Notice"). Such notification shall be given within twenty (20) days after a Person seeking indemnification hereunder (hereinafter the “Indemnified Party”) has received notice of or has acquired knowledge of any claim receipt by any Person not a Party to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter the “Indemnifying Party”), give the Indemnifying Party written of notice of such claim Third Party Action, and shall describe in reasonable detail (to the extent known by the Indemnified Party) the facts constituting the basis for such Third Party Action and the commencement amount of the claimed damages; provided, however, that no delay or threatened commencement of such action or proceeding, if any. Such notice shall state failure on the nature and basis of such claim, and, if ascertainable, the amount thereof. Notwithstanding the foregoing, the failure part of the Indemnified Party to give such notice shall not excuse in so notifying the Indemnifying Party’s Party shall relieve the Indemnifying Party of any liability or obligation hereunder except to indemnify andthe extent of any damage or liability caused by or arising out of such failure. Within twenty (20) days after delivery of such notification, in the case of a third party claimIndemnifying Party may, defend upon written notice thereof to the Indemnified Party, except assume control of the defense of such Third Party Action with counsel reasonably satisfactory to the extent Indemnified Party; provided, that (i) the Indemnifying Party has suffered damage may only assume control of such defense if (A) it acknowledges in writing to the Indemnified Party that any damages, fines, costs or prejudice by reason other liabilities that may be assessed against the Indemnified Party in connection with such Third Party Action constitute Damages for which the Indemnified Party shall be indemnified pursuant to this Article VIII and (B) the Damages reasonably likely to be incurred is less than or equal to the amount of Damages for which the Indemnifying Party is liable under this Article VIII and (ii) the Indemnifying Party may not assume control of the defense of Third Party Action involving criminal liability or in which equitable relief is sought against the Indemnified Party’s failure to give or delay in giving such notice. Within ten (10) business days of receipt of any notice issued by the Indemnified Party pursuant to this Section 12.3, If the Indemnifying Party shall notify does not, or is not permitted under the Indemnified Party whether terms hereof to, so assume control of the Indemnifying Party acknowledges its indemnification obligation and, in the case defense of a third party claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligations. In the event the Indemnifying Third Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third party claimAction, the Indemnified Party shall have the right to defend control such claim, with counsel of defense. The Non-controlling Party may participate in such defense at its own selection, expense. The Controlling Party shall keep the Non-controlling Party advised of the status of such Third Party Action and compromise the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder information as it may have with respect to such Third Party Action (including copies of any third summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the Indemnifying same) and shall otherwise cooperate with and assist the Controlling Party shall defend the same with counsel in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claim, the Indemnified Party may, at its expense, participate in the defense of such third party claim Third Party Action. The fees and no such third party claim shall be settled by expenses of counsel to the Indemnified Party with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnified Party controls the defense of such Third Party Action pursuant to the terms of this Section 8.04(a) or (ii) the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Third Party Action. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, any Third Party Action without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed; provided, that the consent of the Indemnified Party shall not be required if the Indemnifying Party agrees in writing to pay any amounts payable pursuant to such settlement or judgment and such settlement or judgment includes a complete release of the Indemnified Party from further liability and has no other adverse effect on the Indemnified Party. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Third Party Action without the prior written consent of the Indemnifying Party Party, which consent shall not be unreasonably withheld withheld, conditioned or delayed. At any time after the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objects.49

Notice of Claims. Within If either (i) a claim is made by a third party against any Indemnitee (as defined in Section 11.1 or 11.2 hereof) and if such Indemnitee believes that such claim, if successful, would give rise to a night of setoff or indemnification under this Article XI (collectively, "Indemnifying Parties" and each individually, an "Indemnifying Party"), or (ii) an Indemnitee becomes aware of facts or circumstances establishing that an Indemnitee has experienced or incurred Damages or will experience or incur Damages which will give rise to a right of setoff or indemnification under this Article XI, then such Indemnitee shall give written notice to the Indemnifying Party of such claim ("Indemnification Notice") as soon as reasonably practicable but in no event more than thirty (30) days after a Person seeking indemnification hereunder (hereinafter the “Indemnified Party”) Indemnitee has received notice of or has acquired knowledge of any claim by any Person not a Party to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter the “Indemnifying Party”), give the Indemnifying Party written notice of such claim and the commencement or threatened commencement actual knowledge of such action or proceeding, if any. Such notice shall state the nature and basis of such claim, and, if ascertainable, the amount thereof. Notwithstanding the foregoing, the claims (provided that failure of the Indemnified Party to give such notice shall not excuse limit the Indemnifying Party’s 's indemnification obligation to indemnify and, in the case of a third party claim, defend the Indemnified Party, hereunder except to the extent that the delay in giving, or failure to give, the notice adversely affects the Indemnifying Party's ability to defend against the claim). To the extent reasonably practicable, the Indemnification Notice will describe the nature, basis and amount of the indemnification claim and include any relevant supporting documentation. If the Indemnifying Party has suffered damage or prejudice by reason does not object within thirty (30) days after receipt of the Indemnified Party’s failure Indemnification Notice to give or delay in giving such notice. Within ten the propriety of (10i) business days of receipt of any notice issued by the Indemnified Party indemnification claims described on the Indemnification Notice as being subject to indemnification pursuant to this Section 12.311.1 or 11.2 and (ii) the amount of Damages specified in the Indemnification Notice, the indemnification claims described in the Indemnification Notice shall be deemed to be final and binding upon the Indemnifying Party(ies) (hereinafter, "Permitted Indemnification Claim"). If the Indemnifying Party contests the propriety of an indemnification claim described on the Indemnification Notice and/or the amount of Damages alleged to be associated with such claim, then the Indemnifying Party shall notify deliver to the Indemnified Party whether Indemnitee an Indemnification Objection Notice detailing all specific objections of the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third party claim, its defense obligation Indemnitee has with respect to the claim which was indemnification claims contained in the subject of the Indemnified Party’s notice or whether it disclaims such obligationsIndemnification Notice. In the event If the Indemnifying Party disclaims or fails and the Indemnitee are unable to timely acknowledge its obligations with respect to any claim by resolve the Indemnified Party relating to any third party claim, disputed issues concerning the Indemnified Party shall have indemnification claims within fifteen (15) business days after the right to defend such claim, with counsel of its own selection, and compromise such claim without prejudice to its right to indemnification hereunder. In the event date the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claimreceived the Indemnification Objection Notice, the Indemnifying Party disputed issues will be resolved pursuant to the dispute resolution procedures set forth in Section 11.15 hereof. Any undisputed indemnification claims contained in the Indemnification Notice shall defend the same with counsel in accordance with this Section. Where be deemed to be final and binding upon the Indemnifying Party Party(ies) and shall have acknowledged constitute a Permitted Indemnification Claim. If any disputed issues ultimately are resolved by an arbitrator pursuant to Section 11.15, and if the arbitrator's determination of the disputed issues results in writing its obligations hereunder with respect all or any portion of an indemnification claim properly being subject to any third party claimindemnification pursuant to Section 11.1 or 11.2, the Indemnified Party may, at its expense, participate in the defense of such third party indemnification claim and no such third party claim or portion thereof shall be settled by the Indemnified Party without the prior written consent of final and binding upon the Indemnifying Party which consent Party(ies) and shall not be unreasonably withheld or delayed. At any time after the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve constitute a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objectsPermitted Indemnification Claim.

Notice of Claims. Within The parties agree that in case any claim is made, any suit or action is commenced, or any knowledge is received of a state of facts which, if not corrected, may give rise to a right of indemnification for such party hereunder ("Indemnified Party") from the other party ("Indemnifying Party"), the Indemnified Party will give notice to the Indemnifying Party as promptly as practicable after the receipt by the Indemnified Party of notice or knowledge of such claim, suit, action or state of facts. Notice to the Indemnifying Party under the preceding sentence shall be given no later than fifteen (15) days after receipt by the Indemnified Party of service of process in the event a suit or action has commenced or thirty (30) days after a Person seeking indemnification hereunder (hereinafter the “Indemnified Party”) has received notice of or has acquired knowledge of any claim by any Person not a Party to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement (“third party claim”) or has acquired knowledge of any under all other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter the “Indemnifying Party”), give the Indemnifying Party written notice of such claim and the commencement or threatened commencement of such action or proceeding, if anycircumstances. Such notice shall state the nature and basis of such claim, and, if ascertainable, the amount thereof. Notwithstanding the foregoing, the The failure of the Indemnified Party to give such prompt notice shall not excuse the relieve an Indemnifying Party’s Party of its obligation to indemnify and, in the case of a third party claim, defend the Indemnified Party, except to the extent the Indemnifying Party has suffered damage or prejudice is prejudiced by reason such failure. The Indemnified Party shall make available to the Indemnifying Party and its counsel and accountants at reasonable times and for reasonable periods, during normal business hours, all books and records of the Indemnified Party’s failure Party relating to give or delay any such possible claim for indemnification, and each party hereunder will render to the other such assistance as it may reasonably require of the other in giving such notice. Within ten (10) business days of receipt order to insure prompt and adequate defense of any notice issued by suit, claim or proceeding based upon a state of facts which may give rise to a right of indemnification hereunder. The Indemnifying Party shall have the right to defend, compromise and settle any third party suit, claim or proceeding in the name of the Indemnified Party pursuant to this Section 12.3, the extent that the Indemnifying Party may be liable to the Indemnified Party in connection therewith. The Indemnifying Party shall notify the Indemnified Party whether within thirty (30) days of having been notified pursuant to this Section 7.5(a) if the Indemnifying Party acknowledges its indemnification obligation and, in elects to assume the case defense of a third party any such claim, suit or proceeding and employ counsel. The Indemnified Party shall have the right to employ its defense obligation with respect own counsel if the Indemnifying Party so elects to assume such defense, but the claim which was the subject fees and expenses of such counsel shall be at the Indemnified Party’s notice or whether it disclaims such obligations's expense. In Notwithstanding anything to the event contrary set forth in the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third party claimpreceding paragraph, the Indemnified Party shall have the right to defend such claimdefend, with counsel of its own selection, compromise and compromise such claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to settle any third party claimsuit, claim or proceeding in the Indemnifying name of the Indemnified Party shall defend the same with counsel in accordance with this Sectioninvolving an amount of less than $1,000. Where the The Indemnifying Party shall have acknowledged the right to employ its own counsel in writing its obligations hereunder with respect to any third party claimsuch case, but the Indemnified Party may, at its expense, participate in the defense fees and expenses of such third party claim and no such third party claim counsel shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which consent shall not be unreasonably withheld or delayed. At any time after the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by at the Indemnifying Party, to which the Indemnified Party reasonably objects's expense.

Notice of Claims. Within thirty (30Each party indemnified under Section 6(a) days after a Person seeking indemnification hereunder (hereinafter the “Indemnified Party”or Section 6(b) has received notice of or has acquired knowledge of any claim by any Person not a Party to this Agreement shall, promptly after receipt of notice of the commencement of any action against such indemnified party in respect of which indemnity may be sought, notify the indemnifying party in writing of the commencement thereof, enclosing a copy of all papers served on such indemnified party. The omission of any indemnified party so to notify an indemnifying party of any such action shall not relieve the indemnifying party from any liability in respect of such action which it may have to such indemnified party on account of the indemnity agreement contained in Section 6(a) or threatened Section 6(b) of this Agreement, unless the indemnifying party was prejudiced by such omission, 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 action shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party; provided, that if any indemnified party or parties reasonably determine that there may be legal defenses available to such indemnified party that are different from or in addition to those available to such indemnifying party or that representation of such indemnifying party and any indemnified party by the same counsel would present a conflict of interest, then such indemnifying party shall not be entitled to assume such defense. If an indemnifying party is not entitled to assume the defense of such action as a result of the proviso to the preceding sentence, counsel for such indemnifying party shall be entitled to conduct the defense of such indemnifying party and counsel for the indemnified party shall be entitled to conduct the defense of such indemnified party or parties. If an indemnifying party assumes the defense of an action in accordance with and as permitted by the provisions of this paragraph, such indemnifying party shall not be liable to such indemnified party under Section 6(a) or Section 6(b) of this Agreement for any legal or other expenses subsequently incurred by such indemnified party in connection with the 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 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 same jurisdiction arising out of the same general allegations or circumstances. The indemnifying party shall not be liable for any settlement of any action or proceeding by effected without its written consent, but if settled with its written consent, or if there be a final judgment for the plaintiff in any Person not a Party to this Agreement (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter the “Indemnifying Party”), give the Indemnifying Party written notice of such claim and the commencement or threatened commencement of such action or proceeding, if any. Such notice the indemnifying party shall state indemnify and hold harmless the nature indemnified persons from and basis of such claim, and, if ascertainable, the amount thereof. Notwithstanding the foregoing, the failure of the Indemnified Party to give such notice shall not excuse the Indemnifying Party’s obligation to indemnify and, in the case of a third party claim, defend the Indemnified Party, except to the extent the Indemnifying Party has suffered damage against any loss or prejudice liability by reason of the Indemnified Party’s failure to give settlement or delay in giving such notice. Within ten (10) business days of receipt of any notice issued by the Indemnified Party pursuant to this Section 12.3, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third party claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third party claim, the Indemnified Party shall have the right to defend such claim, with counsel of its own selection, and compromise such claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party shall defend the same with counsel in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claim, the Indemnified Party may, at its expense, participate in the defense of such third party claim and no such third party claim shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which consent shall not be unreasonably withheld or delayed. At any time after the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objectsjudgment.

Notice of Claims. Within thirty The Indemnified Party shall provide the indemnifying party with reasonably prompt notice of each Third Party Claim or IP Claim to permit the indemnifying party to answer and defend the Third Party Claim or IP Claim. Upon receipt of such notice, the Indemnifying party shall respond in writing to the tender of defense within twenty (3020) days after a Person seeking indemnification hereunder (hereinafter of receipt of such notice. The Indemnified Party shall provide the “indemnifying party with reasonable information and assistance, at the indemnifying party’s expense, to help defend any Third Party Claim or IP Claim. The Indemnified Party”) has received notice of or has acquired knowledge Party shall have the right to employ separate counsel and participate in the defense of any claim Third Party Claim, at its own expense. With respect to IP Claims, Microsoft shall have the exclusive right to undertake the defense against the IP Claim and to select the counsel to handle the IP Claim. A failure by any Person not a Party to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter the “Indemnifying Party”), give the Indemnifying Party written notice to respond in writing to the tender of such claim and defense within the commencement or threatened commencement time specified in this subsection will be deemed a waiver of such action or proceeding, if any. Such notice shall state the nature and basis of such claim, and, if ascertainable, the amount thereof. Notwithstanding the foregoing, the failure of the Indemnified Party any objection to give such notice shall not excuse the Indemnifying Party’s its obligation to indemnify and, in the case of a third party claim, defend the Indemnified Party, except but not a waiver of the indemnifying party’s rights to the extent the Indemnifying Party has suffered damage object to any subsequent obligation to indemnify or prejudice by reason of to hold harmless the Indemnified Party’s failure to give or delay in giving such notice. Within ten (10) business days of receipt of any notice issued by the Indemnified Party pursuant to this Section 12.3, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third party claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect respond to any claim by the Indemnified Party relating to any third party claima tender of defense, the Indemnified Party shall thereafter have the right to defend control the defense of such claimThird Party Claim or IP Claim, with counsel of its own selection, and compromise such claim without prejudice to its including the right to indemnification hereunderselect which law firm defends the claim. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect rejects the tender of defense or fails to any third party claimundertake and continue such defense or fails (in the Indemnified Party’s reasonable opinion) to adequately pursue or conduct such defense, the Indemnifying Party shall defend the same with counsel in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to will be liable for 100% of any third party claim, the Indemnified Party may, at its expense, participate in the defense of such third party claim legal fees and no such third party claim shall be settled expenses incurred by the Indemnified Party without to compel the prior written consent Indemnifying party to honor its obligations under this Section, regardless of the comparative negligence or fault of the Indemnified party, and the Indemnifying Party which consent expressly waives any right it may have under statutory or common law that might operate to make the recovery of fees under this subsection (iii) a mutual right. For the avoidance of doubt, if each party tenders the defense of the same Third Party Claim or an IP Claim to the other, and unless there can be no good faith dispute that the underlying conduct giving rise to the Loss was solely within the control of Company, * Confidential treatment has been requested for portions of this agreement. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this agreement has been filed separately with the Securities and Exchange Commission. 15 Microsoft shall not be unreasonably withheld defend both parties against the Third Party Claim or delayed. At any time after the Indemnifying Party acknowledges its obligations hereunder with respect IP Claim, subject to any third party claim, the Indemnifying Party may request the Indemnified Party rights to agree in writing to the payment or compromise of such third party claim recoup its defense expenses under this subsection (provided such payment or compromise has been previously approved in writing by the third party claimantiii), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objects.

Notice of Claims. Within thirty (30Each party indemnified under Section 6(a) days after a Person seeking indemnification hereunder (hereinafter the “Indemnified Party”or ---------------- Section 6(b) has received notice of or has acquired knowledge of any claim by any Person not a Party to this Agreement shall, promptly after receipt of notice of the commencement of any action against such indemnified party in respect of which indemnity may be sought, notify the indemnifying party in writing of the commencement thereof, enclosing a copy of all papers served on such indemnified party. The omission of any indemnified party so to notify an indemnifying party of any such action shall not relieve the indemnifying party from any liability in respect of such action which it may have to such indemnified party on account of the indemnity agreement contained in Section 6(a) or threatened Section 6(b) of this Agreement, unless the indemnifying party was prejudiced by such omission, 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 action shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party; provided, that if any indemnified party or parties reasonably determine that there may be legal defenses available to such indemnified party that are different from or in addition to those available to such indemnifying party or that representation of such indemnifying party and any indemnified party by the same counsel would present a conflict of interest, then such indemnifying party shall not be entitled to assume such defense. If an indemnifying party is not entitled to assume the defense of such action as a result of the proviso to the preceding sentence, counsel for such indemnifying party shall be entitled to conduct the defense of such indemnifying party and counsel for the indemnified party shall be entitled to conduct the defense of such indemnified party or parties. If an indemnifying party assumes the defense of an action in accordance with and as permitted by the provisions of this paragraph, such indemnifying party shall not be liable to such indemnified party under Section 6(a) or Section 6(b) of this Agreement for any legal or other expenses subsequently incurred by such indemnified party in connection with the 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 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 same jurisdiction arising out of the same general allegations or circumstances. The indemnifying party shall not be liable for any settlement of any action or proceeding by effected without its written consent, but if settled with its written consent, or if there be a final judgment for the plaintiff in any Person not a Party to this Agreement (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter the “Indemnifying Party”), give the Indemnifying Party written notice of such claim and the commencement or threatened commencement of such action or proceeding, if any. Such notice the indemnifying party shall state indemnify and hold harmless the nature indemnified persons from and basis of such claim, and, if ascertainable, the amount thereof. Notwithstanding the foregoing, the failure of the Indemnified Party to give such notice shall not excuse the Indemnifying Party’s obligation to indemnify and, in the case of a third party claim, defend the Indemnified Party, except to the extent the Indemnifying Party has suffered damage against any loss or prejudice liability by reason of the Indemnified Party’s failure to give settlement or delay in giving such notice. Within ten (10) business days of receipt of any notice issued by the Indemnified Party pursuant to this Section 12.3, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third party claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third party claim, the Indemnified Party shall have the right to defend such claim, with counsel of its own selection, and compromise such claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party shall defend the same with counsel in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claim, the Indemnified Party may, at its expense, participate in the defense of such third party claim and no such third party claim shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which consent shall not be unreasonably withheld or delayed. At any time after the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objectsjudgment.

Notice of Claims. Within thirty (30Each party indemnified under Section 4(a) days or Section 4(b) of this Agreement shall, promptly after a Person seeking indemnification hereunder (hereinafter the “Indemnified Party”) has received receipt of notice of or has acquired knowledge of any claim by any Person not a Party to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not against such indemnified party in respect of which indemnity may be sought, notify the indemnifying party in writing of the commencement thereof, enclosing a Party to this Agreement (“third party claim”) or has acquired knowledge copy of all papers served on such indemnified party. The failure of any other claim hereunder against another Party hereto (“first indemnified party claim”) to notify an indemnifying party of any such action shall not relieve the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter the “Indemnifying Party”), give the Indemnifying Party written notice of such claim and the commencement or threatened commencement indemnifying party from any liability in respect of such action which it may have to such indemnified party on account of the indemnity agreement contained in Section 4(a) or proceedingSection 4(b) of this Agreement, if anyunless the indemnifying party was prejudiced by such omission, and in no event shall relieve the indemnifying party from any other liability which it may have to such indemnified party. Such notice In case any such action shall state be brought against any indemnified party and it shall notify an indemnifying party of the nature and basis of such claimcommencement thereof, the indemnifying party shall be entitled to participate therein and, if ascertainable, the amount thereof. Notwithstanding the foregoing, the failure of the Indemnified Party to give such notice shall not excuse the Indemnifying Party’s obligation to indemnify and, in the case of a third party claim, defend the Indemnified Party, except to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the Indemnifying Party has suffered damage or prejudice by reason of the Indemnified Party’s failure to give or delay in giving such notice. Within ten (10) business days of receipt of any notice issued by the Indemnified Party pursuant to this Section 12.3, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third party claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third party claim, the Indemnified Party shall have the right to defend such claimthereof, with counsel satisfactory to such indemnified party; provided, that if any indemnified party or parties reasonably determine that there may be legal defenses available to such indemnified party that are different from or in addition to those available to such indemnifying party or that representation of its own selection, such indemnifying party and compromise such claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third indemnified party claim, the Indemnifying Party shall defend by the same with counsel in accordance with this Sectionwould present a conflict of interest, then such indemnifying party shall not be entitled to assume such defense. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect If an indemnifying party is not entitled to any third party claim, the Indemnified Party may, at its expense, participate in assume the defense of such third action as a result of the proviso to the preceding sentence, counsel for such indemnifying party claim and no such third party claim shall be settled entitled to conduct the defense of such indemnifying party and counsel for the indemnified party shall be entitled to conduct the defense of such indemnified party or parties. If an indemnifying party assumes the defense of an action in accordance with and as permitted by the Indemnified Party without the prior written consent provisions of the Indemnifying Party which consent this paragraph, such indemnifying party shall not be unreasonably withheld liable to such indemnified party under Section 4(a) or delayedSection 4(b) of this Agreement for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. At In no event shall the indemnifying party be liable for the fees and expenses of more than one counsel (in addition to local counsel) separate from its own counsel for all indemnified parties in connection with any time after the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment one action or compromise of such third party claim (provided such payment separate but similar or compromise has been previously approved in writing by the third party claimant), and, related actions in the event same jurisdiction arising out of the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy same general allegations or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objectscircumstances.

Notice of Claims. Within thirty (30) days after a Person seeking indemnification hereunder (hereinafter An Indemnified Party shall give prompt written notice to the “Indemnified Party”) has received notice of or has acquired knowledge Indemnifying Party of any claim which might give rise to a claim by any Person not a Party to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter the “Indemnifying Party”), give against the Indemnifying Party written notice of such claim and the commencement or threatened commencement of such action or proceeding, if anyunder Article 9. Such notice shall state contain the nature and basis of the claim and the actual or estimated amount thereof; provided, however, that failure to give such claimnotice will not affect the obligation of the Indemnifying Party under Article 9 unless, and, if ascertainableand only to the extent that, the amount thereofIndemnifying Party is actually prejudiced thereby. Notwithstanding In the foregoingevent that any action, suit or proceeding is brought against any Indemnified Party with respect to which the Indemnifying Party may have Liability under Article 9, the failure Indemnifying Party shall, upon written acknowledgment by the Indemnifying Party that such action, suit or proceeding is an indemnifiable Loss for which it is responsible under Article 9 (the “Indemnification Acknowledgment”), have the right, at the cost and expense of the Indemnifying Party, to defend such action, suit or proceeding in the name and on behalf of the Indemnified Party (using counsel satisfactory to give such notice the Indemnified Party); provided, however, that an Indemnified Party shall not excuse have the right to retain its own counsel, with fees and expenses paid by the Indemnifying Party’s obligation to indemnify and, in the case if representation of a third party claim, defend the Indemnified Party, except to the extent Party by counsel retained by the Indemnifying Party has suffered damage would be inappropriate because of actual or prejudice by reason of potential differing interests between the Indemnified Party and the Indemnifying Party’s failure . The Indemnification Acknowledgment shall be delivered by the Indemnifying Party to give or delay in giving such notice. Within the Indemnified Party within ten (10) business days Business Days of receipt of any notice issued by the Indemnified Party pursuant to this Section 12.3, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third party claim, its defense obligation with respect to the claim which was the subject delivery of the Indemnified Party’s notice or whether it disclaims such obligationsof claim described above. In the event If the Indemnifying Party disclaims shall fail to defend any action, suit or fails proceeding, including as a result of its failure to timely acknowledge its obligations with respect to any claim by provide the Indemnified Party relating to any third party claimIndemnification Acknowledgment in accordance herewith, then the Indemnified Party shall have the right to defend such claimaction, with counsel of its own selection, and compromise such claim suit or proceeding without prejudice to its right rights to indemnification hereunderunder Article 9. In the event the Indemnifying Party timely acknowledges its obligations hereunder connection with respect any action, suit or proceeding subject to any third party claimArticle 9, the Indemnifying Party shall defend Company Stockholders, on the same with counsel one hand, and Parent and the Surviving Corporation, on the other hand, agree to render to the other such assistance as may reasonably be required in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect order to any third party claim, the Indemnified Party may, at its expense, participate in the ensure proper and adequate defense of such third party claim action, suit or proceeding (including, without limitation, reasonable access to their respective employees (if required) and no such third party claim shall be settled by relevant books and records). Neither the Indemnified Party Company Stockholders, on the one hand, nor Parent and the Surviving Corporation, on the other hand, shall, without the prior written consent of the Indemnifying Party other, which consent shall not be unreasonably withheld or delayed. At any time after the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment settle or compromise any claim or demand (x) on a basis which would result in the imposition of a consent order, injunction or decree which would restrict the future activity or conduct of the other or any Affiliate thereof or (y) if such settlement or compromise does not include an irrevocable and unconditional release of the other for any Liability arising out of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimantdemand. This Section 9.4 shall not be applicable to claims under Section 9.2(b)(iii), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objects.

Notice of Claims. Within thirty The Indemnified Party shall provide the indemnifying party with reasonably prompt notice of each Third Party Claim or IP Claim to permit the indemnifying party to answer and defend the Third Party Claim or IP Claim. Upon receipt of such notice, the Indemnifying party shall respond in writing to the tender of defense within twenty (3020) days after a Person seeking indemnification hereunder (hereinafter of receipt of such notice. The Indemnified Party shall provide the “indemnifying party with reasonable information and assistance, at the indemnifying party’s expense, to help defend any Third Party Claim or IP Claim. The Indemnified Party”) has received notice of or has acquired knowledge Party shall have the right to employ separate counsel and participate in the defense of any claim Third Party Claim, at its own expense. With respect to IP Claims, Microsoft shall have the exclusive right to undertake the defense against the IP Claim and to select the counsel to handle the IP Claim. A failure by any Person not a Party to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter the “Indemnifying Party”), give the Indemnifying Party written notice to respond in writing to the tender of such claim and defense within the commencement or threatened commencement time specified in this subsection will be deemed a waiver of such action or proceeding, if any. Such notice shall state the nature and basis of such claim, and, if ascertainable, the amount thereof. Notwithstanding the foregoing, the failure of the Indemnified Party any objection to give such notice shall not excuse the Indemnifying Party’s its obligation to indemnify and, in the case of a third party claim, defend the Indemnified Party, except but not a waiver of the indemnifying party’s rights to the extent the Indemnifying Party has suffered damage object to any subsequent obligation to indemnify or prejudice by reason of to hold harmless the Indemnified Party’s failure to give or delay in giving such notice. Within ten (10) business days of receipt of any notice issued by the Indemnified Party pursuant to this Section 12.3, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third party claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect respond to any claim by the Indemnified Party relating to any third party claima tender of defense, the Indemnified Party shall thereafter have the right to defend control the defense of such claimThird Party Claim or IP Claim, with counsel of its own selection, and compromise such claim without prejudice to its including the right to indemnification hereunderselect which law firm defends the claim. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect rejects the tender of defense or fails to any third party claimundertake and continue such defense or fails (in the Indemnified Party’s reasonable opinion) to adequately pursue or conduct such defense, the Indemnifying Party shall defend the same with counsel in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to will be liable for 100% of any third party claim, the Indemnified Party may, at its expense, participate in the defense of such third party claim legal fees and no such third party claim shall be settled expenses incurred by the Indemnified Party without to compel the prior written consent Indemnifying party to honor its obligations under this Section, regardless of the comparative negligence or fault of the Indemnified party, and the Indemnifying Party which consent expressly waives any right it may have under statutory or common law that might operate to make the recovery of fees under this subsection (iii) a mutual right. For the avoidance of doubt, if each party tenders the defense of the same Third Party Claim or an IP Claim to the other, and unless there can be no good faith dispute that the underlying conduct giving rise to the Loss was solely within the control of Company, Microsoft shall not be unreasonably withheld defend both parties against the Third Party Claim or delayed. At any time after the Indemnifying Party acknowledges its obligations hereunder with respect IP Claim, subject to any third party claim, the Indemnifying Party may request the Indemnified Party rights to agree in writing to the payment or compromise of such third party claim recoup its defense expenses under this subsection (provided such payment or compromise has been previously approved in writing by the third party claimantiii), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objects.

Notice of Claims. Within thirty (30) days after a Person seeking indemnification hereunder (hereinafter An indemnified party shall give the “Indemnified Party”) has received indemnifying party prompt notice of any third-party claim (including, but not limited to, any Tax audit examination or has acquired knowledge proceeding) that may give rise to any indemnification obligation under this Section 8 and the indemnifying party shall (except as set forth below) have the right to assume and control the defense (at its expense and with the cooperation of the indemnified party, including the provision of any claim power of attorney requested by the indemnifying party in connection with any Person not a Party to this Agreement of the commencement Tax audit, examination or threatened commencement proceeding) and settlement of any action or proceeding by any Person not a Party to this Agreement (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim is indemnifiable by through the indemnifying party's own counsel or through other Party pursuant hereto (hereinafter counsel reasonably acceptable to the “Indemnifying Party”), give the Indemnifying Party written notice of such claim and the commencement or threatened commencement of such action or proceeding, if any. Such notice shall state the nature and basis of such claim, and, if ascertainable, the amount thereofindemnified party. Notwithstanding the foregoing, the failure of the Indemnified Party to give such notice indemnifying party shall not excuse the Indemnifying Party’s obligation be entitled to indemnify and, in the case assume control of a any third party claim, defend proceeding and shall pay the Indemnified Party, except to the extent the Indemnifying Party has suffered damage or prejudice by reason fees and expenses of the Indemnified Party’s failure to give or delay in giving such notice. Within ten (10) business days of receipt of any notice issued counsel retained by the Indemnified Party pursuant to this Section 12.3, indemnified party if (i) the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third party claimproceeding relates to or arises in connection with any criminal proceeding, its defense obligation with action, indictment, allegation or investigation, or (ii) the claim seeks an injunction or equitable relief against the indemnified party. With respect to the claim which was actions, lawsuits, investigations, proceedings and other claims that are the subject of the Indemnified Party’s notice or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third party claimforegoing sentence, the Indemnified Party indemnifying party shall have the right to defend such claim, with counsel of retain its own selectioncounsel (but the fees and expenses of such counsel shall be at the expense of the indemnifying party) and participate therein, and compromise no indemnifying party shall be liable for any settlement of any such action, proceeding or claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party shall defend the same with counsel in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claim, the Indemnified Party may, at its expense, participate in the defense of such third party claim and no such third party claim shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayedwithheld). At The indemnified party, together with any time after other indemnified parties, may retain one additional counsel to represent the Indemnifying Party acknowledges its obligations hereunder interests of all of such indemnified parties at their own expense if (i) under applicable standards of professional conduct, a conflict with respect to any third significant issue between such indemnified parties and the indemnifying party exists or is reasonably likely to arise in respect of such third-party claim, or (ii) the Indemnifying Party may request claim, if adversely determined, would not entitle the Indemnified Party indemnified party to agree in writing full indemnity pursuant to this Section 8 by reason of the payment Threshold Amount, any cap or compromise otherwise. Whether or not the indemnifying party elects to assume the defense of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does soclaim, the Indemnified Party indemnifying party shall promptly agree pay the reasonable fees and expenses of one counsel selected by such indemnified parties in writing respect of such claim. Notwithstanding the foregoing, without such indemnified parties' written consent, the indemnifying party shall not settle any action or proceeding which does not provide such indemnified parties a full, unconditional release from all liability with respect to such settlementclaim by each claimant or plaintiff in a form reasonably acceptable to such indemnified parties' counsel, unless such settlement would involve a remedy or remedies, other than nor will the payment of money damages by the Indemnifying Party, indemnifying party consent to which the Indemnified Party reasonably objectsany injunctive relief affecting any indemnified party.

Notice of Claims. Within thirty An indemnified party shall promptly (30and, ---------------- in any event, within five business days) days after give the indemnifying party notice of any matter which an indemnified party has determined has given or could give rise to a Person seeking right of indemnification hereunder under Section 6.2, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. The obligations and liabilities of the indemnifying party under Section 6.2 with respect to Losses arising from claims of any third party which are subject to the indemnification provided for in Section 6.2 (hereinafter "Third Party Claims") shall be governed by and contingent ------------------ upon the “Indemnified Party”) has following additional terms and conditions: if an indemnified party shall have received notice of or has acquired knowledge of any claim by Third Party Claim, the indemnified party shall promptly (and, in any Person not a Party to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement (“third party claim”event, within five business days) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter the “Indemnifying Party”), give the Indemnifying Party written indemnifying party notice of such claim and the commencement or threatened commencement of such action or proceedingThird Party Claim; provided, if any. Such notice shall state the nature and basis of such claimhowever, and, if ascertainable, the amount thereof. Notwithstanding the foregoing, that the failure of the Indemnified Party to give provide such notice shall not excuse ----------------- release the Indemnifying Party’s obligation to indemnify and, in the case indemnifying party from any of a third party claim, defend the Indemnified Party, its obligations under Section 6.2 except to the extent the Indemnifying indemnifying party is materially prejudiced by such failure and shall not relieve the indemnifying party from any other obligation or liability that it may have to any indemnified party otherwise than under Section 6.2. If the indemnifying party acknowledges in writing its obligation to indemnify the indemnified party hereunder against any Losses that may result from such Third Party has suffered damage or prejudice by reason Claim, then the indemnifying party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the indemnified party within five days of the Indemnified Party’s failure to give or delay in giving such notice. Within ten (10) business days of receipt of any such notice issued by from the Indemnified Party pursuant indemnified party; provided, however, that if there exists or ----------------- is reasonably likely to this Section 12.3exist a conflict of interest that would make it inappropriate in the reasonable judgment of the indemnified party for the same counsel to represent both the indemnified party and the indemnifying party, then the Indemnifying Party indemnified party shall notify the Indemnified Party whether the Indemnifying Party acknowledges be entitled to retain its indemnification obligation andown counsel, in each jurisdiction for which the case of a third indemnified party claimreasonably determines counsel is required, its defense obligation with respect to at the claim which was the subject expense of the Indemnified Party’s notice or whether it disclaims such obligationsindemnifying party. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third indemnifying party claim, the Indemnified Party shall have exercises the right to defend undertake any such claim, with counsel of its own selection, and compromise defense against any such claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Third Party timely acknowledges its obligations hereunder with respect to any third party claimClaim as provided above, the Indemnifying Party indemnified party shall defend cooperate with the same with counsel indemnifying party in accordance with this Section. Where such defense and make available to the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claim, the Indemnified Party mayindemnifying party, at its the indemnifying party's expense, participate all witnesses, pertinent records, materials and information in the defense of such third party claim and no such third party claim shall be settled indemnified party's possession or under the indemnified party's control relating thereto as is reasonably required by the Indemnified Party without the prior written consent of the Indemnifying Party which consent shall not be unreasonably withheld or delayedindemnifying party. At any time after the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), andSimilarly, in the event the Indemnifying indemnified party is, directly or indirectly, conducting the defense against any such Third Party does soClaim, the Indemnified Party indemnifying party shall promptly agree cooperate with the indemnified party in writing such defense and make available to the indemnified party, at the indemnifying party's expense, all such settlementwitnesses, unless such settlement would involve a remedy records, materials and information in the indemnifying party's possession or remedies, other than under the payment of money damages indemnifying party's control relating thereto as is reasonably required by the Indemnifying Party, to which indemnified party. Such Third Party Claim may be settled by the Indemnified indemnifying party if it contains a full release of the indemnified party and such Third Party reasonably objectsClaim may be settled by the indemnified party if it contains a full release of the indemnifying party.

Notice of Claims. Within The parties agree that in case any claim is made, any suit or action is commenced, or any knowledge is received of a state of acts which, if not corrected, may give rise to a right of indemnification for such party hereunder ("Indemnified Party") from the other party ("Indemnifying Party") the Indemnified Party will give notice to the Indemnifying Party as promptly as practicable after the receipt by the Indemnified Party of notice or knowledge of such claim, suit, action or state of facts. Notice to the Indemnifying Party under the preceding sentence shall be given no later than fifteen (15) days after receipt by the Indemnifying Party of service of process in the event a suit or action has commenced or thirty (30) days after a Person seeking indemnification hereunder (hereinafter the “Indemnified Party”) has received notice of or has acquired knowledge of any claim by any Person not a Party to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement (“third party claim”) or has acquired knowledge of any under all other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter the “Indemnifying Party”), give the Indemnifying Party written notice of such claim and the commencement or threatened commencement of such action or proceeding, if anycircumstances. Such notice shall state the nature and basis of such claim, and, if ascertainable, the amount thereof. Notwithstanding the foregoing, the The failure of the Indemnified Party to give such prompt notice shall not excuse the relieve an Indemnifying Party’s Party of its obligation to indemnify and, in the case of a third party claim, defend the Indemnified Party, except to the extent the Indemnifying Party has suffered damage or prejudice is prejudiced by reason such failure. The Indemnified Party shall make available to the Indemnifying Party and its counsel and accountants at reasonable times and for reasonable period, during normal business hours, all books and records of the Indemnified Party’s failure Party relating to give or delay any such possible claim for indemnification, and each party hereunder will render to the other such assistance as it may reasonably require of the other in giving such notice. Within ten (10) business days of receipt order to insure prompt and adequate defense of any notice issued by suit, claim or proceeding based upon a state of acts which may give rise to a right of indemnification hereunder. The Indemnifying Party shall have the right to defend, compromise and settle any third party person suit, claim or proceeding in the name of the Indemnified Party pursuant to this Section 12.3, the extent that the Indemnifying Party may be liable to the Indemnified Party in connection therewith. The Indemnifying Party shall notify the Indemnified Party whether within ten (10) days of having been notified pursuant to this SECTION 7.4(a) if the Indemnifying Party acknowledges its indemnification obligation and, in elects to assume the case defense of a third party any such claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice suit or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to proceeding any claim by employ counsel, provided that the Indemnified Party relating does not object to any third party claim, the such counsel in a reasonable exercise of its discretion. The Indemnified Party shall have the right to defend such claim, with counsel of employ its own selection, and compromise such claim without prejudice to its right to indemnification hereunder. In the event counsel if the Indemnifying Party timely acknowledges its obligations hereunder with respect so elects to any third party claimassume such defense, but the fees and expenses of such counsel shall be the at the Indemnified Party's expense, unless (i) the employment of such counsel shall have been authorized in writing by the Indemnifying Party; (ii) the Indemnifying Party shall defend not have employed counsel to take charge of the same with counsel defense of such action after electing to assume the defense thereof; or (iii) such Indemnified Party shall have reasonably concluded that there may be defenses available to it which are different from or additional to those available to the Indemnifying Party (in accordance with this Section. Where which case the Indemnifying Party shall not have acknowledged in writing its obligations hereunder with respect the right to any third party claim, the Indemnified Party may, at its expense, participate in direct the defense of such third party claim action on behalf of the Indemnified Party), in any of which events said reasonable fees and no such third party claim expenses shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which consent shall not be unreasonably withheld or delayed. At any time after the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages borne by the Indemnifying Party, to which the Indemnified Party reasonably objects.

Notice of Claims. Within thirty (30) days after a Person seeking indemnification hereunder (hereinafter An indemnified party shall give prompt written notice to the “Indemnified Party”) has received notice of or has acquired knowledge indemnifying party of any claim by any Person not against the indemnified party which might give rise to a Party to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter indemnified party against the “Indemnifying Party”)indemnifying party under the indemnification provisions contained herein, give the Indemnifying Party written notice of such claim and the commencement or threatened commencement of such action or proceeding, if any. Such notice shall state stating the nature and basis of such claim, and, if ascertainable, the claim and the actual or estimated amount thereof. Notwithstanding the foregoing, the PROVIDED, HOWEVER, that failure of the Indemnified Party to give such notice shall will not excuse effect the Indemnifying Party’s obligation of the indemnifying party to indemnify andprovide indemnification in accordance with the terms of Section 5.1 or 5.2 unless, in the case of a third party claim, defend the Indemnified Party, except and only to the extent the Indemnifying Party has suffered damage or prejudice by reason of the Indemnified Party’s failure to give or delay in giving such notice. Within ten (10) business days of receipt of any notice issued by the Indemnified Party pursuant to this Section 12.3that, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third indemnifying party claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligationsis actually prejudiced thereby. In the event the Indemnifying Party disclaims that any action, suit or fails to timely acknowledge its obligations proceeding is brought against any indemnified party with respect to any claim which the indemnifying party may have liability under the indemnification provisions contained herein, the indemnifying party shall, upon written acknowledgement by the Indemnified Party relating indemnifying party that such action, suit or proceeding is an indemnifiable Loss pursuant to Section 5.1 or 5.2, have the right, at the cost and expense of the indemnifying party, to defend such action in the name and on behalf of the indemnified party (using counsel satisfactory to the indemnified party), and, in connection with any third party claimsuch action, the Indemnified Party indemnified party and the indemnifying party agree to render to each other such assistance as may reasonably be required in order to ensure proper and adequate defense of such action, PROVIDED, HOWEVER, that an indemnified party shall have the right to retain its own counsel, with fees and expenses paid by the indemnifying party, if representation of such indemnified party by counsel retained by the indemnifying party would be inappropriate because of actual or potential differing interests between such indemnified party and the indemnifying party. If the indemnifying party shall fail to defend such action, suit or proceeding, then the indemnified party shall have the right to defend such claim, with counsel of its own selection, and compromise such claim action without prejudice to its right rights to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claimunder Section 5.1 or 5.2 and, in connection therewith, the Indemnifying Party shall defend indemnified party and the same with counsel indemnifying party agree to render to each other such assistance as may reasonably be required in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect order to any third party claim, the Indemnified Party may, at its expense, participate in the ensure proper and adequate defense of such third action. Neither the indemnified party nor the indemnifying party shall make any settlement of any claim and no such third which might give rise to liability of the indemnifying party claim shall be settled by under the Indemnified Party indemnification provisions contained herein without the prior written consent of the Indemnifying Party each party, which consent shall not be unreasonably withheld withheld, delayed or delayed. At any time after the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objectsconditioned.

Notice of Claims. Within thirty An indemnified party shall promptly (30and, in ---------------- any event, within five business days) days after give the indemnifying party notice of any matter which an indemnified party has determined has given or could give rise to a Person seeking right of indemnification hereunder under Section 6.2, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. The obligations and liabilities of the indemnifying party under Section 6.2 with respect to Losses arising from claims of any third party which are subject to the indemnification provided for in Section 6.2 (hereinafter "Third ----- Party Claims") shall be governed by and contingent upon the “Indemnified Party”) has following additional ------------ terms and conditions: if an indemnified party shall have received notice of or has acquired knowledge of any claim by Third Party Claim, the indemnified party shall promptly (and, in any Person not a Party to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement (“third party claim”event, within five business days) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter the “Indemnifying Party”), give the Indemnifying Party written indemnifying party notice of such claim and the commencement or threatened commencement of such action or proceedingThird Party Claim; provided, if any. Such notice shall state the nature and basis of such claimhowever, and, if ascertainable, the amount thereof. Notwithstanding the foregoing, that the failure of the Indemnified Party to give provide such notice shall not excuse -------- ------- release the Indemnifying Party’s obligation to indemnify and, in the case indemnifying party from any of a third party claim, defend the Indemnified Party, its obligations under Section 6.2 except to the extent the Indemnifying indemnifying party is materially prejudiced by such failure and shall not relieve the indemnifying party from any other obligation or liability that it may have to any indemnified party otherwise than under Section 6.2. If the indemnifying party acknowledges in writing its obligation to indemnify the indemnified party hereunder against any Losses that may result from such Third Party has suffered damage or prejudice by reason Claim, then the indemnifying party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the indemnified party within five days of the Indemnified Party’s failure to give or delay in giving such notice. Within ten (10) business days of receipt of any such notice issued by from the Indemnified Party pursuant indemnified party; provided, however, that if there exists or is reasonably -------- ------- likely to this Section 12.3exist a conflict of interest that would make it inappropriate in the reasonable judgment of the indemnified party for the same counsel to represent both the indemnified party and the indemnifying party, then the Indemnifying Party indemnified party shall notify the Indemnified Party whether the Indemnifying Party acknowledges be entitled to retain its indemnification obligation andown counsel, in each jurisdiction for which the case of a third indemnified party claimreasonably determines counsel is required, its defense obligation with respect to at the claim which was the subject expense of the Indemnified Party’s notice or whether it disclaims such obligationsindemnifying party. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third indemnifying party claim, the Indemnified Party shall have exercises the right to defend undertake any such claim, with counsel of its own selection, and compromise defense against any such claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Third Party timely acknowledges its obligations hereunder with respect to any third party claimClaim as provided above, the Indemnifying Party indemnified party shall defend cooperate with the same with counsel indemnifying party in accordance with this Section. Where such defense and make available to the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claim, the Indemnified Party mayindemnifying party, at its the indemnifying party's expense, participate all witnesses, pertinent records, materials and information in the defense of such third party claim and no such third party claim shall be settled indemnified party's possession or under the indemnified party's control relating thereto as is reasonably required by the Indemnified Party without the prior written consent of the Indemnifying Party which consent shall not be unreasonably withheld or delayedindemnifying party. At any time after the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), andSimilarly, in the event the Indemnifying indemnified party is, directly or indirectly, conducting the defense against any such Third Party does soClaim, the Indemnified Party indemnifying party shall promptly agree cooperate with the indemnified party in writing such defense and make available to the indemnified party, at the indemnifying party's expense, all such settlementwitnesses, unless such settlement would involve a remedy records, materials and information in the indemnifying party's possession or remedies, other than under the payment of money damages indemnifying party's control relating thereto as is reasonably required by the Indemnifying Party, to which indemnified party. Such Third Party Claim may be settled by the Indemnified indemnifying party if it contains a full release of the indemnified party and such Third Party reasonably objectsClaim may be settled by the indemnified party if it contains a full release of the indemnifying party.

Notice of Claims. Within The parties agree that in case any claim is made or any suit or action is commenced by any party that is not a party to this Agreement or an Affiliate thereof with respect to Losses that may give rise to a right of indemnification (a "Third Party Claim"), or any knowledge is received of a state of facts which, if not corrected, may give rise to a right of indemnification, for such party hereunder ("Indemnified Party") from the other party ("Indemnifying Party"), the Indemnified Party will give notice to the Indemnifying Party as promptly as practicable after the receipt by the Indemnified Party of notice or knowledge of such claim, suit, action or state of facts. Notice to the Indemnifying Party under the preceding sentence shall be given no later than fifteen (15) days after receipt by the Indemnified Party of service of process in the event a suit or action has commenced or thirty (30) days after a Person seeking indemnification hereunder (hereinafter the “Indemnified Party”) has received notice of or has acquired knowledge of any claim by any Person not a Party to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement (“third party claim”) or has acquired knowledge of any under all other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter the “Indemnifying Party”), give the Indemnifying Party written notice of such claim and the commencement or threatened commencement of such action or proceeding, if anycircumstances. Such notice shall state the nature and basis of such claim, and, if ascertainable, the amount thereof. Notwithstanding the foregoing, the The failure of the Indemnified Party to give such prompt notice shall not excuse the relieve an Indemnifying Party’s Party of its obligation to indemnify and, in the case of a third party claim, defend the Indemnified Party, except to the extent the Indemnifying Party is prejudiced by such failure. Such notice shall describe in reasonable detail the issue that has suffered damage or prejudice by reason may result in indemnification pursuant to Section 7.3 or 7.4. The Indemnified Party shall (i) provide to the Indemnifying Party copies of the Indemnified Party’s failure to give or delay in giving such notice. Within ten all notices and documents (10including court papers) business days of receipt of any notice issued received by the Indemnified Party pursuant relating to this Section 12.3any Third Party Claim that are not separately addressed to the Indemnifying Party and (ii) make available to the Indemnifying Party and its counsel and accountants at reasonable times and for reasonable periods, during normal business hours, all books and records of the Indemnified Party relating to any Third Party Claim or other claim for indemnification, and each party hereunder will render to the other such assistance as it may reasonably require of the other in order to insure prompt and adequate defense of any suit, claim or proceeding based upon a state of facts which may give rise to a right of indemnification hereunder. The Indemnifying Party shall have the right to defend, compromise and settle any Third Party Claim in the name of the Indemnified Party to the extent that the Indemnifying Party may be liable to the Indemnified Party in connection therewith. The Indemnifying Party shall notify the Indemnified Party within ten (10) Business Days of having received written notice pursuant to this Section 7.6(a) of the Third Party Claim whether the Indemnifying Party acknowledges its indemnification obligation andelects to assume the defense of any such Third Party Claim and employ counsel, in the case of a third party claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by provided that the Indemnified Party relating does not object to any third party claim, the such counsel in a reasonable exercise of its discretion. The Indemnified Party shall have the right to defend such claim, with counsel of employ its own selection, and compromise such claim without prejudice to its right to indemnification hereunder. In the event counsel if the Indemnifying Party timely acknowledges its obligations hereunder with respect so elects to any third party claimassume such defense, but the fees and expenses of such counsel shall be at the Indemnified Party's expense, unless (i) the employment of such counsel shall have been authorized in writing by the Indemnifying Party; (ii) the Indemnifying Party shall defend not have employed counsel to take charge of the same with defense of such action prior to or promptly after electing to assume the defense thereof, or (iii) in the reasonable judgment of counsel to the Indemnified Party, as evidenced in accordance with this Section. Where writing, there is a reasonable basis for a possible conflict of interest between the Indemnified Party and the Indemnifying Party or there are defenses available to the Indemnified Party which are different from or additional to those available to the Indemnifying Party (in which case the Indemnifying Party shall not have acknowledged in writing its obligations hereunder with respect the right to any third party claim, the Indemnified Party may, at its expense, participate in direct the defense of such third party claim action on behalf of the Indemnified Party), in any of which events said reasonable fees and no such third party claim expenses shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which consent shall not be unreasonably withheld or delayed. At any time after the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages borne by the Indemnifying Party, to which the Indemnified Party reasonably objects.

Notice of Claims. Within If (i) a claim is made by a third party against any party that is subject to a right of indemnification hereunder or (ii) any party hereto becomes aware of facts or circumstances establishing that such party has experienced or incurred Damages or will experience or incur Damages subject to set-off or indemnification under this Article X, then such party (hereinafter, an "Indemnitee" or "Indemnitees") shall give to the other party or parties (hereinafter, the "Indemnifying Party" or the "Indemnifying Parties") written notice of such claim ("Indemnification Notice") as soon as reasonably practicable but in no event more than thirty (30) days after a Person seeking indemnification hereunder (hereinafter the “Indemnified Party”) Indemnitee has received notice of or has acquired obtains actual knowledge of any claim by any Person not a Party to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement such claims (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter the “Indemnifying Party”), give the Indemnifying Party written notice of such claim and the commencement or threatened commencement of such action or proceeding, if any. Such notice shall state the nature and basis of such claim, and, if ascertainable, the amount thereof. Notwithstanding the foregoing, the provided that failure of the Indemnified Party to give such notice shall not excuse limit the Indemnifying Party’s 's indemnification obligation to indemnify and, in the case of a third party claim, defend the Indemnified Party, hereunder except to the extent that the delay in giving, or failure to give, the notice adversely affects the Indemnifying Party's ability to defend against the claim). To the extent practicable, the Indemnification Notice will describe with reasonable specificity (x) the nature of and the basis for the set-off or indemnification claim, including any relevant supporting documentation, and (y) an estimate of all Damages associated therewith. If the Indemnifying Party has suffered damage or prejudice by reason Indemnifying Parties do not object within thirty (30) days after receipt of the Indemnified Party’s failure Indemnification Notice to give the propriety of the set-off or delay in giving such notice. Within ten (10) business days of receipt of any notice issued by the Indemnified Party indemnification claims described as being subject to set-off or indemnification pursuant to this Section 12.310.03, 10.04 or 10.05 or the amount of Damages asserted in the Indemnification Notice, the set-off or indemnification claims described in the Indemnification Notice shall be deemed final and binding upon the Indemnifying Party(ies) (hereinafter, "Permitted Indemnification Claim"). If the Indemnifying Party contests the propriety of an indemnification claim described on the Indemnification Notice and/or the amount of Damages associated with such claim, then the Indemnifying Party shall notify deliver to the Indemnified Party whether Indemnitee a written notice detailing with reasonable specificity all specific objections the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third party claim, its defense obligation Indemnitee has with respect to the claim which was indemnification claims contained in the subject of the Indemnified Party’s notice or whether it disclaims such obligationsIndemnification Notice ("Indemnification Objection Notice"). In the event If the Indemnifying Party disclaims or fails and the Indemnitee are unable to timely acknowledge its obligations with respect to any claim by resolve the Indemnified Party relating to any third party claim, disputed matters described in the Indemnified Party shall have Indemnification Objection Notice within fifteen (15) business days after the right to defend such claim, with counsel of its own selection, and compromise such claim without prejudice to its right to indemnification hereunder. In the event date the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claimreceived the Indemnification Objection Notice, the Indemnifying Party disputed matters will be subject to the dispute resolution procedures set forth in Section 11.04 hereof. Any undisputed indemnification claims contained in the Indemnification Notice shall defend the same with counsel in accordance with this Section. Where be deemed to be final and binding upon the Indemnifying Party Party(ies) and shall have acknowledged constitute an Approved Claim and a Permitted Indemnification Claim. If the arbitrator's determination of the disputed matters results in writing its obligations hereunder with respect all or any portion of an indemnification claim properly being subject to any third party claimset-off or indemnification pursuant to Section 10.03, the Indemnified Party may10.04 or 10.05, at its expense, participate in the defense of such third party claim and no such third party claim or portion thereof shall be settled by the Indemnified Party without the prior written consent of final and binding upon the Indemnifying Party which consent Party(ies) and shall not be unreasonably withheld or delayed. At any time after the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve constitute an Approved Claim and/or a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objectsPermitted Indemnification Claim.

Notice of Claims. Within thirty (30) days after a Person seeking Defense of Third Party. A party claiming indemnification hereunder (hereinafter the “Indemnified "Asserting Party”") has received notice must notify (in writing, in reasonable detail and within a reasonable period of or has acquired knowledge time after the Asserting Party becomes aware of any claim by any Person not a Party to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement (“third party such claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim party or parties from which indemnification is indemnifiable by sought (the other Party pursuant hereto (hereinafter the “Indemnifying "Defending Party”), give the Indemnifying Party written notice ") of such claim and the commencement or threatened commencement of such action or proceeding, if any. Such notice shall state the nature and basis of such claim for indemnification. No failure to notify the Asserting Party shall relieve it of its obligations under this Agreement except to the extent that it can demonstrate damages attributable to the Defending Party's failure to notify. If such claim relates to a claim, andsuit, if ascertainablelitigation or other action by a third party against the Asserting Party or any fixed or contingent liability to a third party (a "Third Party Claim"), the amount thereofDefending Party may elect to assume and control the defense of the Third Party Claim at its own expense with counsel selected by the Defending Party (and reasonably acceptable to the Asserting Party) from and after such time as the Defending Party unconditionally agrees in writing to accept, as against the Asserting Party, all liabilities on account of such Third Party Claim. Assumption of such liability, as against the Asserting Party, shall not be deemed an admission of liability as against any such third party. Notwithstanding the foregoing, the failure Defending Party may not assume or control the defense if the named parties to the Third Party Claim include both the Defending Party and the Asserting Party and representation of both parties by the Indemnified Party same counsel would be inappropriate due to give such notice shall not excuse the Indemnifying Party’s obligation to indemnify andactual or potential differing interests between them, in which case the case of a third party claim, defend the Indemnified Party, except to the extent the Indemnifying Party has suffered damage or prejudice by reason of the Indemnified Party’s failure to give or delay in giving such notice. Within ten (10) business days of receipt of any notice issued by the Indemnified Party pursuant to this Section 12.3, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third party claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third party claim, the Indemnified Asserting Party shall have the right to defend such claim, with the Third Party Claim and to employ counsel of its own selectionreasonably approved by the Defending Party, and compromise such claim without prejudice to its right the extent the matter is determined to be subject to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Defending Party shall defend reimburse the same with counsel in accordance with Asserting Party for the reasonable costs, disbursements and other charges of its counsel. If the Defending Party assumes liability for the Third Party Claim as against the Asserting Party and assumes the defense and control of the Third Party Claim pursuant to this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claimSection 5, the Indemnified Defending Party may, at its expense, participate in the defense of such third party claim and no such third party claim shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which consent shall not be unreasonably withheld liable for any fees and expenses of counsel for the Asserting Party incurred thereafter in connection with the Third Party Claim (except in the case of actual or delayed. At any time after potential differing interests, as provided in the Indemnifying Party acknowledges its obligations hereunder with respect preceding sentence), but shall not agree to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise settlement of such third party claim (provided such payment or compromise has been previously approved in writing Third Party Claim which does not include an unconditional release of the Asserting Party by the third party claimantclaimant on account thereof, provided that such requirement shall be deemed waived to the extent that the Asserting Party does not undertake to provide and promptly execute and, concurrently with the delivery of any such release, deliver a corresponding release of the third party claimant with respect to such Third Party Claim. If the Defending Party does not assume liability for and the defense of the Third Party Claim pursuant to this Section 5, the Asserting Party shall have the right (i) to control the defense thereof and (ii), and, in if the event the Indemnifying Party does so, the Indemnified Asserting Party shall promptly agree have notified the Defending Party of the Asserting Party's intention to negotiate a settlement of the Third Party Claim (at the Defending Party's expense to the extent the matter is determined to be subject to indemnification hereunder), which notice shall include the material terms of any proposed settlement in reasonable detail, to settle the Third Party Claim (at the Defending Party's expense to the extent the matter is determined to be subject to indemnification hereunder) on terms not materially inconsistent with those set forth in such notice, unless the Defending Party shall have notified the Asserting Party in writing of the Defending Party's election to assume liability for and the defense of the Third Party Claim pursuant to this Section 5 within ten days after receipt of such settlementnotice, and the Defending Party promptly thereafter shall have taken appropriate action to implement such defense, including paying fees and expenses of counsel. The Asserting Party shall not be entitled to settle any such Third Party Claim pursuant to the preceding sentence unless such settlement would involve a remedy or remedies, other than includes an unconditional release of the payment of money damages Defending Party by the Indemnifying Partythird party claimant on account thereof, provided that such requirement shall be deemed waived to which the Indemnified extent that the Defending Party reasonably objectsdoes not undertake to provide and promptly execute and, concurrently with delivery of any such release, deliver a corresponding release of the third party claimant with respect to such Third Party Claim. The Asserting Party and the Defending Party shall use all reasonable efforts to cooperate fully with respect to the defense and settlement of any Third Party Claim covered hereunder.

Notice of Claims. Within thirty Promptly after receipt by an indemnified party under subsection (30a) days after a Person seeking indemnification hereunder or (hereinafter the “Indemnified Party”b) has received above of written notice of or has acquired knowledge of any claim by any Person not a Party to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement for which indemnification under subsection (“third party claim”a) or has acquired knowledge of any other claim hereunder against another Party hereto (“first b) may be requested, such indemnified party claim”) the Indemnified Party shall, if without regard to whether a claim in respect thereof is to be made against an indemnifying party pursuant to the indemnification provisions of, or as contemplated by, this Section 2.06, notify such claim is indemnifiable by indemnifying party in writing of the other Party pursuant hereto (hereinafter the “Indemnifying Party”), give the Indemnifying Party written notice of such claim and the commencement or threatened commencement of such action or proceeding, if any. Such notice ; but the omission so to notify the indemnifying party shall state the nature and basis not relieve it from any liability which it may have to any indemnified party in respect of such claimaction or proceeding on account of the indemnification provisions of or contemplated by Section 2.06(a) or Section 2.06(b) hereof unless the indemnifying party was materially prejudiced by such failure of the indemnified party to give such notice, and in no event shall such omission relieve the indemnifying party from any other liability it may have to such indemnified party. In case any such action or proceeding shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, such indemnifying party shall be entitled to participate therein and, to the extent that it shall determine, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and, if ascertainableafter notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the amount thereof. Notwithstanding the foregoing, the failure of the Indemnified Party to give such notice indemnifying party shall not excuse the Indemnifying Party’s obligation be liable to indemnify andsuch indemnified party for any legal or any other expenses subsequently incurred by such indemnified party, in connection with the case defense thereof other than reasonable costs of a third investigation (unless such indemnified party claim, defend reasonably objects to such assumption on the Indemnified Party, except grounds that there may be defenses available to it which are different from or in addition to the extent the Indemnifying Party has suffered damage or prejudice by reason of the Indemnified Party’s failure defenses available to give or delay in giving such notice. Within ten (10) business days of receipt of any notice issued by the Indemnified Party pursuant to this Section 12.3, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation andindemnifying party, in the case of a third party claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third indemnified party claim, the Indemnified Party shall have the right to defend such control its defense and shall be reimbursed by the indemnifying party for the expenses incurred in connection with retaining separate counsel). If the indemnifying party is not entitled to, or elects not to, assume the defense of a claim, with it will not be obligated to pay the fees and expenses of more than one counsel of its own selection, and compromise such claim without prejudice (in addition to its right to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder local counsel) for each indemnified party with respect to any third such claim. The indemnifying party claim, the Indemnifying Party shall defend the same with counsel in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect will not be subject to any third party claimliability for any settlement made without its consent, the Indemnified Party may, at its expense, participate in the defense of such third party claim and no such third party claim shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which consent shall not be unreasonably withheld or delayed. At No indemnifying party will consent to entry of any time after judgment or enter into any settlement agreement which does not include as an unconditional term thereof the Indemnifying Party acknowledges its obligations hereunder with giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objectslitigation.

Notice of Claims. Within thirty (30) days after a Person seeking indemnification hereunder (hereinafter the “Indemnified Party”) has received notice of or has acquired knowledge of any claim by any Person not a Third Party to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) Claim, the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter the “Indemnifying Party”), give the Indemnifying Party written notice of such claim and the commencement or threatened commencement of such action or proceeding, if anyThird Party Claim. Such notice shall state the nature and basis of such claimThird Party Claim, and, if ascertainable, the amount thereof. Notwithstanding the foregoing, the failure of the Indemnified Party to give such notice shall not excuse the Indemnifying Party’s obligation to indemnify and, in the case of a third party claim, and defend the Indemnified Party, except to the extent the Indemnifying Party has suffered damage or prejudice by reason of the Indemnified Party’s failure to give or delay in giving such notice. Within ten (10) business days of receipt of any notice issued by the Indemnified Party pursuant to this Section 12.313.3, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third party claim, its and defense obligation with respect to the claim Third Party Claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third party claimThird Part Claim, the Indemnified Party shall have the right to defend such claimThird Party Claim, with counsel of its own selection, and compromise such claim Third Party Claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claimThird Party Claim, the Indemnifying Party shall defend the same with counsel in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claimThird Party Claim, the Indemnified Party may, at its expense, participate in the defense of such third party claim Third Party Claim and no such third party claim Third Party Claim shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which consent shall not be unreasonably withheld or delayed. At any time after the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claimThird Party Claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise of such third party claim Third Party Claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objects.

Notice of Claims. Within The parties agree that in case any claim is made, any suit or action is commenced, or any knowledge is received of a state of facts which, if not corrected, may give rise to a right of indemnification for such party hereunder ("Indemnified Party") from the other party ("Indemnifying Party") the Indemnified Party will give notice to the Indemnifying Party as promptly as practicable after the receipt by the Indemnified Party of notice or knowledge of such claim, suit, action or state of facts. Notice to the Indemnifying Party under the preceding sentence shall be given no later than fifteen (15) days after receipt by the Indemnifying Party of service of process in the event a suit or action has commenced or thirty (30) days after a Person seeking indemnification hereunder (hereinafter the “Indemnified Party”) has received notice of or has acquired knowledge of any claim by any Person not a Party to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement (“third party claim”) or has acquired knowledge of any under all other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter the “Indemnifying Party”), give the Indemnifying Party written notice of such claim and the commencement or threatened commencement of such action or proceeding, if anycircumstances. Such notice shall state the nature and basis of such claim, and, if ascertainable, the amount thereof. Notwithstanding the foregoing, the The failure of the Indemnified Party to give such prompt notice shall not excuse the relieve an Indemnifying Party’s Party of its obligation to indemnify and, in the case of a third party claim, defend the Indemnified Party, except to the extent the Indemnifying Party has suffered damage or prejudice is prejudiced by reason such failure. The Indemnified Party shall make available and provide access (and shall cause its employees and third parties engaged to provide services to the Indemnified Party to make available and provide access) to the Indemnifying Party and its counsel and accountants at reasonable times and for reasonable periods, during normal business hours, all books and records of the Indemnified Party’s failure Party or such third party relating to give any such possible claim for indemnification, and shall permit copying of the same. Each party hereunder will render to the other (and shall cause any employees or delay other third parties employed or engaged by such Party to render) such assistance as it may reasonably require of the other in giving such notice. Within ten (10) business days of receipt order to insure prompt and adequate defense of any notice issued by suit, claim or proceeding based upon a state of acts which may give rise to a right of indemnification hereunder. The Indemnifying Party shall have the right to defend, compromise and settle (without agreeing or admitting to any liability as to the Indemnified Party pursuant in the event of a compromise or settlement) any third party person suit, claim or proceeding in the name of the Indemnified Party to this Section 12.3, the extent that the Indemnifying Party may be liable to the Indemnified Party in connection therewith. The Indemnifying Party shall notify the Indemnified Party whether within ten (10) days of having been notified pursuant to this SECTION 7.4(a) if the Indemnifying Party acknowledges its indemnification obligation and, in elects to assume the case defense of a third party any such claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice suit or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by proceeding and employ counsel, provided that the Indemnified Party relating does not object to any third party claim, the such counsel in a reasonable exercise of its discretion. The Indemnified Party shall have the right to defend such claim, with counsel of employ its own selection, and compromise such claim without prejudice to its right to indemnification hereunder. In the event counsel if the Indemnifying Party timely acknowledges its obligations hereunder with respect so elects to any third party claimassume such defense, but the fees and expenses of such counsel shall be the at the Indemnified Party's expense, unless (i) the employment of such counsel shall have been authorized in writing by the Indemnifying Party; (ii) the Indemnifying Party shall defend not have employed counsel to take charge of the same defense of such action after electing to assume the defense thereof; or (iii) the use of such counsel chosen by the Indemnifying Party to represent such Indemnified Party would present such counsel with counsel an actual or potential conflict of interest (in accordance with this Section. Where which case the Indemnifying Party shall not have acknowledged in writing its obligations hereunder with respect the right to any third party claim, the Indemnified Party may, at its expense, participate in assume the defense of such third party claim and no such third party claim shall be settled by action on the Indemnified Party without Party's behalf) or (iv) the prior written consent actual or potential defendants in, or targets of, any such action include both Seller and Purchaser, and in the reasonable opinion of counsel to the Purchaser or Seller, there may be legal defenses available to the Indemnified Parties which are different or additional to those available to the Indemnifying Parties and as a result of which it would be inappropriate for one counsel to represent both the Purchaser or Seller (in which case the Indemnifying Party which consent shall not be unreasonably withheld or delayed. At any time after have the Indemnifying Party acknowledges its obligations hereunder with respect right to any third party claim, assume the Indemnifying Party may request defense of such action on the Indemnified Party to agree in writing to the payment or compromise of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimantParty's behalf), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objects.

Notice of Claims. Within thirty An indemnified party shall give prompt written notice (30and in the case of a claim for the breach of a representation or warranty such notice shall be given within the applicable survival period) days after a Person seeking indemnification hereunder (hereinafter to the “Indemnified Party”) has received notice of or has acquired knowledge indemnifying party of any claim by any Person not against the indemnified party which might give rise to a Party to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter indemnified party against the “Indemnifying Party”)indemnifying party under the indemnification provisions contained herein, give the Indemnifying Party written notice of such claim and the commencement or threatened commencement of such action or proceeding, if any. Such notice shall state stating the nature and basis of such claim, and, if ascertainable, the claim and the actual or estimated amount thereof. Notwithstanding the foregoing, the PROVIDED, HOWEVER, that failure of the Indemnified Party to give such notice shall will not excuse affect the Indemnifying Party’s obligation of the indemnifying party to indemnify andprovide indemnification in accordance with the terms of Section 10.1 unless, in the case of a third party claim, defend the Indemnified Party, except and only to the extent the Indemnifying Party has suffered damage or prejudice by reason of the Indemnified Party’s failure to give or delay in giving such notice. Within ten (10) business days of receipt of any notice issued by the Indemnified Party pursuant to this Section 12.3that, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third indemnifying party claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligationsis actually prejudiced thereby. In the event the Indemnifying Party disclaims that any action, suit or fails to timely acknowledge its obligations proceeding is brought against any indemnified party with respect to any claim which the indemnifying party may have Liability under the indemnification provisions contained herein, the indemnifying party shall, upon written acknowledgment by the Indemnified Party relating indemnifying party that such action, suit or proceeding is an indemnifiable Buyer Loss or Seller Loss pursuant to Section 10.1, have the right, at the cost and expense of the indemnifying party, to defend such action in the name and on behalf of the indemnified party (using counsel satisfactory to the indemnified party), and, in connection with any third party claimsuch action, the Indemnified Party indemnified party and the indemnifying party agree to render to each other such assistance as may reasonably be required in order to ensure proper and adequate defense of such action, PROVIDED, HOWEVER, that an indemnified party shall have the right to retain its own counsel, with fees and expenses paid by the indemnifying party, if representation of such indemnified party by counsel retained by the indemnifying party would be inappropriate because of actual or potential differing interests between such indemnified party and the indemnifying party. If the indemnifying party shall fail to defend such action, suit or proceeding, then the indemnified party shall have the right to defend such claim, with counsel of its own selection, and compromise such claim action without prejudice to its right rights to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claimunder Section 10.1 and, in connection therewith, the Indemnifying Party shall defend indemnified party and the same with counsel indemnifying party agree to render to each other such assistance as may reasonably be required in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect order to any third party claim, the Indemnified Party may, at its expense, participate in the ensure proper and adequate defense of such third action. Neither the indemnified party nor the indemnifying party shall make any settlement of any claim and no such third party claim shall be settled by the Indemnified Party without the prior written consent which might give rise to Liability of the Indemnifying Party which consent shall not be unreasonably withheld or delayed. At any time after indemnifying party under the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objects.indemnification provisions

Notice of Claims. Within thirty DEFENSE OF THIRD PARTY. A party claiming indemnification under this Article XIV (30the "Asserting Party") days after a Person seeking indemnification hereunder must promptly notify (hereinafter the “Indemnified Party”) has received notice of or has acquired knowledge of any claim by any Person not a Party to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”in writing and in reasonable detail) the Indemnified Party shall, if such claim party from which indemnification is indemnifiable by sought (the other Party pursuant hereto (hereinafter the “Indemnifying "Defending Party”), give the Indemnifying Party written notice ") of such claim and the commencement or threatened commencement of such action or proceeding, if any. Such notice shall state the nature and basis of such claim for indemnification not later than 18 months after the Closing, or, with respect to any tax related claim, andprior to the expiration of the statute of limitations for the assessment and collection of the applicable tax, if ascertainableor, with respect to each representation, warranty, covenant and agreement relating to good title to Assets and there being no lien or other encumbrance thereon, such claim may be brought at any time without any expiration. If such claim relates to a claim, suit, litigation or other action by a third party against the Asserting Party or any fixed or contingent liability to a third party (a "Third Party Claim"), the amount thereofDefending Party may elect to assume and control the defense of the Third Party Claim at its own expense with counsel selected by the Defending Party from and after such time as the Defending Party unconditionally agrees in writing to accept, as against the Asserting Party, all liabilities on account of such Third Party Claim. Assumption of such liability, as against the Asserting Party, shall not be deemed an admission of liability as against any such third party. Notwithstanding the foregoing, the failure Defending Party may not assume or control the defense if the named parties to the Third Party Claim (including any impleaded parties) include both the Defending Party and the Asserting Party and representation of both parties by the Indemnified Party same counsel would be inappropriate due to give such notice shall not excuse the Indemnifying Party’s obligation to indemnify andactual or potential differing interests between them, in which case the case of a third party claim, defend the Indemnified Party, except to the extent the Indemnifying Party has suffered damage or prejudice by reason of the Indemnified Party’s failure to give or delay in giving such notice. Within ten (10) business days of receipt of any notice issued by the Indemnified Party pursuant to this Section 12.3, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third party claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third party claim, the Indemnified Asserting Party shall have the right to defend such claim, with the Third Party Claim and to employ counsel of its own selectionreasonably approved by the Defending Party, and compromise such claim without prejudice to its right the extent the matter is determined to be subject to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Defending Party shall defend reimburse the same with counsel in accordance with Asserting Party for the reasonable costs of its counsel. If the Defending Party assumes liability for the Third Party Claim as against the Asserting Party and assumes the defense and control of the Third Party Claim pursuant to this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claimSection 14.03, the Indemnified Defending Party may, at its expense, participate in the defense of such third party claim and no such third party claim shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which consent shall not be unreasonably withheld liable for any fees and expenses of counsel for the Asserting Party incurred thereafter in connection with the Third Party Claim (except in the case of actual or delayed. At any time after potential differing interests, as provided in the Indemnifying Party acknowledges its obligations hereunder with respect preceding sentence), but shall not agree to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise settlement of such third party claim (provided such payment or compromise has been previously approved in writing Third Party Claim which does not include an unconditional release of the Asserting Party by the third party claimantclaimant on account thereof, PROVIDED that such requirement shall be deemed waived to the extent that the Asserting Party does not undertake to provide and promptly execute and, concurrently with the delivery of any such release, deliver a corresponding release of the third party claimant with respect to such Third Party Claim. If the Defending Party does not assume liability for and the defense of the Third Party Claim pursuant to this Section 14.03, the Asserting Party shall have the right (i) to control the defense thereof and (ii), and, in if the event the Indemnifying Party does so, the Indemnified Asserting Party shall promptly agree have notified the Defending Party of the Asserting Party's intention to negotiate a settlement of the Third Party Claim (at the Defending Party's expense to the extent the matter is determined to be subject to indemnification hereunder), which notice shall include the material terms of any proposed settlement in reasonable detail, to settle the Third Party Claim (at the Defending Party's expense to the extent the matter is determined to be subject to indemnification hereunder) on terms not materially inconsistent with those set forth in such notice, unless the Defending Party shall have notified the Asserting Party in writing of the Defending Party's election to assume liability for and the defense of the Third Party Claim pursuant to this Section 14.03 within ten days after receipt of such settlementnotice, and the Defending Party promptly thereafter shall have taken appropriate action to implement such defense. The Asserting Party shall not be entitled to settle any such Third Party Claim pursuant to the preceding sentence unless such settlement would involve a remedy or remedies, other than includes an unconditional release of the payment of money damages Defending Party by the Indemnifying Partythird party claimant on account thereof, PROVIDED that such requirement shall be deemed waived to which the Indemnified extent that the Defending Party reasonably objectsdoes not undertake to provide and promptly execute and, concurrently with delivery of any such release, deliver a corresponding release of the third party claimant with respect to such Third Party Claim. The Asserting Party and the Defending Party shall use all reasonable efforts to cooperate fully with respect to the defense and settlement of any third Party Claim covered by this Article XIV.

Notice of Claims. Within thirty (30) days after a Person seeking indemnification hereunder (hereinafter Each Party indemnified under the “Indemnified Party”) has received provisions of this Agreement, upon receipt of written notice of any claim, or has acquired knowledge the service of a summons or other initial legal process upon it in any action instituted against it by a Third Party, in respect of any claim by any Person not a for which such Party is entitled to indemnification in accordance with this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shallAgreement, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter the “Indemnifying Party”), will promptly give the Indemnifying Party written notice of such claim and claim, or the commencement or threatened commencement of such action action, or proceedingthreat thereof to the Party from whom indemnity will be sought hereunder; provided, if any. Such notice shall state the nature and basis of such claim, and, if ascertainable, the amount thereof. Notwithstanding the foregoinghowever, the failure of the Indemnified Party to give provide such notice shall will not excuse relieve the Indemnifying Party’s obligation to indemnify and, in the case indemnifying Party of a third party claim, defend the Indemnified Party, any of its obligations hereunder except to the extent the Indemnifying indemnifying Party has suffered damage or prejudice is materially prejudiced by reason of the Indemnified Party’s failure to give or delay in giving such noticefailure. Within ten (10) business days of receipt of any notice issued by the Indemnified The indemnifying Party pursuant to this Section 12.3, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third party claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third party claim, the Indemnified Party shall have the right to defend such claim, with counsel of will be entitled at its own selection, and compromise such claim without prejudice expense to its right to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party shall defend the same with counsel in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claim, the Indemnified Party may, at its expense, participate in the defense of such third party claim or action, or, if it will elect, to assume control of such defense, in which event such defense will be conducted by counsel chosen by such indemnifying Party, which counsel may be any counsel reasonably satisfactory to the indemnified Party against whom such claim is asserted, and the indemnified Party will bear all fees and expenses of any additional counsel retained by it. Notwithstanding the immediately preceding sentence, if the named parties in such action (including impleaded parties) include the indemnified and the indemnifying Parties, and the indemnified Party will have been advised by counsel that there may be a conflict between the positions of the indemnifying Party and the indemnified Party in conducting the defense of such action or that there are legal defenses available to such indemnified Party different from or in addition to those available to the indemnifying Party, then counsel for the indemnified Party will be entitled, if the indemnified Party so elects, to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interests of the indemnified Party, at the expense of the indemnifying Party, if it is determined by agreement of the indemnifying Party and the indemnified Party or by a court of competent jurisdiction that the indemnified Party is entitled to indemnification hereunder for the Damages giving rise to such action. If the indemnifying Party elects not to assume the defense of such claim or action, then such indemnifying Party will reimburse such indemnified Party for the reasonable fees and expenses of any counsel retained by it, and will be bound by the results obtained by the indemnified Party in respect of such claim or action if it is determined by agreement of the indemnifying Party and the indemnified Party or by a court of competent jurisdiction that the indemnified Party is entitled to indemnification hereunder for the Damages giving rise to such action; provided, however, that no such third party claim shall or action will be settled by the Indemnified Party without the prior written consent of the Indemnifying Party indemnifying Party, which consent shall will not be unreasonably withheld withheld, conditioned or delayed. At delayed and provided, further, that an indemnified Party that declines to consent to a proposed settlement will not be entitled to be indemnified against, and will be fully responsible for, (i) the amount, if any, by which any time subsequent settlement amount or damages award exceeds the amount of the proposed settlement that was declined, and (ii) all reasonable costs of defense and settlement relating to the period after the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing date on which consent to the payment or compromise of such third party claim (provided such payment or compromise proposed the proposed settlement was declined. [*] Certain confidential information contained in this document, marked with an asterisk in brackets, has been previously approved in writing by omitted and filed separately with the third party claimant)Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objectsas amended.

Notice of Claims. Within thirty (30) days after a Person seeking indemnification hereunder (hereinafter the “Indemnified Party”) has received notice of or has acquired knowledge of any claim by any Person not a Third Party to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) Claim, the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter the “Indemnifying Party”), give the Indemnifying Party written notice of such claim and the commencement or threatened commencement of such action or proceeding, if anyThird Party Claim. Such notice shall state the nature and basis of such claimThird Party Claim, and, if ascertainable, the amount thereof. Notwithstanding the foregoing, the failure of the Indemnified Party to give such notice shall not excuse the Indemnifying Party’s obligation to indemnify and, in the case of a third party claim, and defend the Indemnified Party, except to the extent the Indemnifying Party has suffered damage or prejudice by reason of the Indemnified Party’s failure to give or delay in giving such notice. Within ten (10) business days of receipt of any notice issued by the Indemnified Party pursuant to this Section 12.39.2, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third party claim, its and defense obligation with respect to the claim Third Party Claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third party claimThird Part Claim, the Indemnified Party shall have the right to defend such claimThird Party Claim, with counsel of its own selection, and compromise such claim Third Party Claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its [*] = CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. obligations hereunder with respect to any third party claimThird Party Claim, the Indemnifying Party shall defend the same with counsel in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claimThird Party Claim, the Indemnified Party may, at its expense, participate in the defense of such third party claim Third Party Claim and no such third party claim Third Party Claim shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which consent shall not be unreasonably withheld or delayed. At any time after the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claimThird Party Claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise of such third party claim Third Party Claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objects.

Notice of Claims. Within thirty (30) days after a Person seeking indemnification hereunder (hereinafter the “Indemnified Party”) has received notice of or has acquired knowledge of any claim by any Person not a Party to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter the “Indemnifying Party”), give the Indemnifying Party written notice of such claim and the commencement or threatened commencement of such action or proceeding, if any. Such notice shall state the nature and basis of such claim, and, if ascertainable, the amount thereof. Notwithstanding the foregoing, the failure of the Indemnified Party to give such notice shall not excuse the Indemnifying Party’s obligation to indemnify and, in the case of a third party claim, defend the Indemnified Party, except to the extent the Indemnifying Party has suffered damage or prejudice by reason of the Indemnified Party’s failure to give or delay in giving such notice. Within ten (10) business days of receipt of any notice issued by the Indemnified Party pursuant to this Section 12.310.3, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third party claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third party claim, the Indemnified Party shall have the right to defend such claim, with counsel of its own selection, and compromise such claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party shall defend the same with counsel in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claim, the Indemnified Party may, at its expense, participate in the defense of such third party claim and no such third party claim shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which consent shall not be unreasonably withheld or delayed. At any time after the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objects. 18 10.4.

Notice of Claims. Within thirty If any Purchaser Indemnitee or Seller Indemnitee (30) days after a Person seeking indemnification hereunder (hereinafter the “an "Indemnified Party”") believes that it has received notice of suffered or has acquired knowledge of incurred or will suffer or incur any claim by any Person not a Purchaser Damages or Seller Damages, as the case may be ("Damages") for which it is entitled to indemnification under this Article XIV, such Indemnified Party to this Agreement shall so notify the party or parties from whom indemnification is being claimed (the "Indemnifying Party") with reasonable promptness and particularity in light of the commencement or threatened commencement of circumstances then existing. If any action at law or proceeding suit in equity is instituted by any Person not or against a Party to this Agreement (“third party claim”) or has acquired knowledge of with respect to which any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shallintends to claim any Damages, if such claim is indemnifiable by the other Indemnified Party pursuant hereto (hereinafter the “Indemnifying Party”), give shall promptly notify the Indemnifying Party written notice of such claim and the commencement or threatened commencement of such action or proceeding, if anysuit. Such notice shall state the nature and basis Upon receipt of such claim, and, if ascertainable, the amount thereof. Notwithstanding the foregoing, the failure of the Indemnified Party to give such notice shall not excuse the Indemnifying Party’s obligation to indemnify and, in the case of a third party claim, defend from the Indemnified Party, except to the extent the Indemnifying Party has suffered damage or prejudice by reason of the Indemnified Party’s failure to give or delay in giving such notice. Within ten (10) business days of receipt of any notice issued by the Indemnified Party pursuant to this Section 12.3, the Indemnifying Party shall notify be obligated promptly to litigate, defend, contest or otherwise protect against any such action or suit at the Indemnified Party whether expense of the Indemnifying Party. In any such case, the Indemnifying Party acknowledges its shall have the right to control the conduct of defense of the matter for which indemnification obligation and, in the case of a third party claim, its defense obligation with respect has been claimed and shall be entitled to the claim which was the subject cooperation of the Indemnified Party’s , provided however, that if Seller is the Indemnifying Party, Seller shall not permit to exist and shall promptly discharge any Encumbrance against any asset of the Purchaser, arising out of any Purchaser Damages for which Seller is liable to indemnify Purchaser under Section 14.2, upon notice or whether it disclaims of such obligationsEncumbrance. In the event [The remainder of this page intentionally left blank] 41A Further, the Indemnifying Party disclaims shall not consent to any settlement that does not include as an unconditional term thereof the complete release from liability with respect to such action or suit to the Indemnified Party. If the Indemnifying Party fails to timely acknowledge its obligations with respect respond or take such action as may be otherwise suitable to protect against any claim by the Indemnified Party relating to any third party claimsuch action or suit, the Indemnified Party shall have the right right, but not the obligation, to defend such claimlitigate, with counsel of its own selectiondefend, contest or otherwise protect against the same, and compromise such claim without prejudice to its right to indemnification hereunder. In recover the event entire cost thereof from the Indemnifying Party, including the reasonable attorneys' fees, and all amounts whatsoever paid as a result of such action or suit. Any provision hereof to the contrary notwithstanding (a) if Damages are validly asserted by the Indemnified Party timely acknowledges its obligations because of any material inaccuracy in any representation or warranty made by the Indemnifying Party, or breach of any material obligation hereunder with respect to or under any Ancillary Agreement by the Indemnifying Party, but which do not involve any third party claimaction or suit, the Indemnifying Party shall defend have the same obligation to pay only such amount, or take such action, as is necessary to make such representation or warranty materially accurate, or to materially cure such breach, together with counsel in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect reimbursement to any third party claim, the Indemnified Party may, at its expense, participate for any reasonable incidental and consequential damages suffered as result; (b) in the defense of such third party claim and no such third party claim shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which consent shall not be unreasonably withheld or delayed. At any time after the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, all instances where the Indemnified Party shall promptly agree in writing claim Damages, or having the potential to cause Damages it shall have the obligation to mitigate such settlementDamages; (c) the indemnification obligations of the Parties shall apply only to the occurrence of any event giving rise to Damages to the other party for which a claim is asserted before termination of the Survival Period; and (d) any inaccuracy of any representation or warranty made by either Party, unless such settlement would involve a remedy or remediesany breach of any provision of this Agreement or any Ancillary Agreement by either Party, other than the payment of money damages shall be deemed to be waived by the Indemnifying Partyother Party if such other Party has actual knowledge of such inaccuracy or breach, as the case may be, but nonetheless proceeds to which the Indemnified Party reasonably objectsClosing of the transactions contemplated hereby.

Notice of Claims. Within thirty (30) days after a Person seeking Any person entitled to indemnification hereunder shall (hereinafter i) give prompt written notice to the “Indemnified Party”) has received notice of or has acquired knowledge indemnifying party of any claim by with respect to which it seeks 10 indemnification (provided that the failure to give prompt notice shall not impair any Person person's right to indemnification hereunder to the extent such failure has not prejudiced the indemnifying party) and (ii) unless in such indemnified party's reasonable judgment a Party conflict of interest between such indemnified and indemnifying parties may exist with respect to this Agreement of such claim, permit such indemnifying party to assume the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter the “Indemnifying Party”), give the Indemnifying Party written notice defense of such claim and the commencement or threatened commencement of such action or proceeding, if any. Such notice shall state the nature and basis of such claim, and, if ascertainable, the amount thereof. Notwithstanding the foregoing, the failure of the Indemnified Party to give such notice shall not excuse the Indemnifying Party’s obligation to indemnify and, in the case of a third party claim, defend the Indemnified Party, except with counsel reasonably satisfactory to the extent the Indemnifying Party has suffered damage or prejudice by reason of the Indemnified Party’s failure to give or delay in giving such notice. Within ten (10) business days of receipt of indemnified party; provided, however, that any notice issued by the Indemnified Party pursuant to this Section 12.3, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third indemnified party claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third party claim, the Indemnified Party shall have the right to defend such claim, with counsel of its own selection, and compromise such claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party shall defend the same with counsel in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claim, the Indemnified Party may, at its own expense, retain separate counsel to participate in such defense. If such defense is assumed, the defense of such third indemnifying party claim and no such third party claim shall not be settled subject to any liability for any settlement made by the Indemnified Party indemnified party without the prior written its consent of the Indemnifying Party which (but such consent shall not be unreasonably withheld withheld). No indemnifying party shall, without the consent of the indemnified party, consent to entry of any judgment or delayed. At enter into any time after settlement that does not include as an unconditional term thereof the Indemnifying Party acknowledges its obligations hereunder with giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment such claim or compromise of such third party claim (provided such payment litigation or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, which requires action other than the payment of money damages by the Indemnifying Partyindemnifying party. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to which pay the Indemnified Party reasonably objectsfees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim.

Notice of Claims. Within thirty (30) days after a Person Any Party seeking to be indemnified under this Article 8 shall give the other Party from which indemnification hereunder (hereinafter the “Indemnified Party”) has received is sought reasonable written notice of or has acquired knowledge of any claim by any Person not a Party to this Agreement or suit coming within the purview of the commencement or threatened commencement indemnities set forth in this Article 8. The indemnifying Party will assume the defense of any action or proceeding by any Person not a Party to this Agreement (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter the “Indemnifying Party”), give the Indemnifying Party written notice of such claim and the commencement or threatened commencement of such action or proceeding, if any. Such notice shall state the nature and basis of such claim, anddemand, if ascertainableor action against an indemnified party and will, upon the amount thereof. Notwithstanding request and at the foregoing, the failure expense of the Indemnified Party indemnified party, allow such indemnified party to give such notice shall not excuse the Indemnifying Party’s obligation to indemnify and, in the case of a third party claim, defend the Indemnified Party, except to the extent the Indemnifying Party has suffered damage or prejudice by reason of the Indemnified Party’s failure to give or delay in giving such notice. Within ten (10) business days of receipt of any notice issued by the Indemnified Party pursuant to this Section 12.3, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third party claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third party claim, the Indemnified Party shall have the right to defend such claim, with counsel of its own selection, and compromise such claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party shall defend the same with counsel in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claim, the Indemnified Party may, at its expense, participate in the defense thereof. An indemnified party shall cooperate fully with the indemnifying Party in the defense and will provide, at the indemnifying Party’s expense, all relevant documents, witnesses, and other- assistance within its possession or control upon the reasonable request of such third the indemnifying Party. An indemnified party shall not take any action that could materially interfere with, jeopardize, or adversely affect any defense against an indemnified claim and no such third party claim shall be settled by the Indemnified hereunder. An indemnifying Party may not settle an indemnified claim, demand, or action without the prior written consent of the Indemnifying Party indemnified party (which consent shall not be unreasonably withheld or delayedwithheld). At any time after the Indemnifying Party acknowledges its obligations hereunder with respect to any third party Settlement of an indemnified claim, demand, or action by an indemnified party without the Indemnifying prior written consent of the indemnifying Party may request (which consent shall not be unreasonably withheld) shall serve to release the Indemnified indemnifying Party from any liability for such settled claim, demand, or action. It shall not be unreasonable for an indemnifying Party to agree in writing withhold consent from a proposed settlement if the settlement contains any admission of liability on the part of the indemnifying Party, provides for any remedy that is to the payment or compromise of such third party claim (provided such payment or compromise has been previously approved in writing be satisfied by the third party claimant), and, in the event the Indemnifying indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages cash or, in the reasonable judgment of the indemnifying Party, creates a precedent that is likely to have a material adverse effect on the indemnifying Party as a result of similar or related causes of action that are pending or threatened. It shall not be unreasonable for an indemnified party to withhold consent from a proposed settlement if the settlement contains any admission of liability on the part of the indemnified party, provides for any remedy that is to be satisfied by the Indemnifying Partyindemnified party other than the payment of cash that the indemnifying Party is prepared to and able to pay, or, in the reasonable judgment of the indemnified party, creates a precedent that is likely to which have a material adverse effect on the Indemnified Party reasonably objectsindemnified party as a result of similar or related causes of action that are pending or threatened.

Notice of Claims. Within thirty (30) days after a Person seeking indemnification hereunder (hereinafter An indemnified party shall give prompt written notice to the “Indemnified Party”) has received notice of or has acquired knowledge indemnifying party of any claim by any Person not against the indemnified party which might give rise to a Party to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter indemnified party against the “Indemnifying Party”)indemnifying party under the indemnification provisions contained herein, give the Indemnifying Party written notice of such claim and the commencement or threatened commencement of such action or proceeding, if any. Such notice shall state stating the nature and basis of such claim, and, if ascertainable, the claim and the actual or estimated amount thereof. Notwithstanding the foregoing, the provided, however, that failure of the Indemnified Party to give such notice shall will not excuse affect the Indemnifying Party’s obligation of the indemnifying party to indemnify andprovide indemnification in accordance with the terms of this Agreement unless, in the case of a third party claim, defend the Indemnified Party, except and only to the extent the Indemnifying Party has suffered damage or prejudice by reason of the Indemnified Party’s failure to give or delay in giving such notice. Within ten (10) business days of receipt of any notice issued by the Indemnified Party pursuant to this Section 12.3that, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third indemnifying party claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligationsis actually prejudiced thereby. In the event the Indemnifying Party disclaims that any action, suit or fails to timely acknowledge its obligations proceeding is brought against any indemnified party with respect to which the indemnifying party may have liability under the indemnification provisions contained herein, the indemnifying party shall have the right, at the cost and expense of the indemnifying party, to defend such action in the name and on behalf of the indemnified party (using counsel reasonably satisfactory to the indemnified party), and, in connection with any claim such action, the indemnified party and the indemnifying party agree to render to each other such assistance as may reasonably be required to ensure proper and adequate defense of such action, provided, however, that an indemnified party shall have the right to retain its own counsel, with fees and expenses paid by the Indemnified Party relating indemnifying party, if representation of such indemnified party by counsel retained by the indemnifying party would be inappropriate because of actual or potential differing interests between such indemnified party and the indemnifying party. If the indemnifying party shall fail to any third defend such action, suit or proceeding, then the indemnified party claim, the Indemnified Party shall have the right to defend such claim, with counsel of its own selection, and compromise such claim action without prejudice to its right rights to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claimunder this Agreement and, in connection therewith, the Indemnifying Party shall defend indemnified party and the same with counsel indemnifying party agree to render to each other such assistance as may reasonably be required in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect order to any third party claim, the Indemnified Party may, at its expense, participate in the ensure proper and adequate defense of such third action. Neither the indemnified party nor the indemnifying party shall make any settlement of any claim and no such third which might give rise to liability of the indemnifying party claim shall be settled by under the Indemnified Party indemnification provisions contained herein without the prior written consent of the Indemnifying Party each party, which consent shall not be unreasonably withheld withheld, delayed or delayed. At any time after the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objectsconditioned.

Notice of Claims. Within thirty (30) days Promptly after a Person seeking indemnification hereunder (hereinafter the “Indemnified Party”) has received receipt by an Investor Indemnitee or Company Indemnitee of notice of or has acquired knowledge of any claim by any Person not a Party to this Agreement of the commencement or threatened commencement of any action or proceeding by (including any Person not a Party to this Agreement (“third party claim”governmental action or proceeding) involving an Indemnified Liability, such Investor Indemnitee or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party Company Indemnitee, as applicable, shall, if such a claim for an Indemnified Liability in respect thereof is indemnifiable by to be made against any indemnifying party under this Section 6, deliver to the other Party pursuant hereto (hereinafter the “Indemnifying Party”), give the Indemnifying Party indemnifying party a written notice of such claim and the commencement or threatened commencement of such action or proceeding, if any. Such notice shall state the nature and basis of such claim, and, if ascertainable, the amount thereof. Notwithstanding the foregoing, ; but the failure to so notify the indemnifying party will not relieve it of the Indemnified Party to give such notice shall not excuse the Indemnifying Party’s obligation to indemnify and, in the case of a third party claim, defend the Indemnified Party, liability under this Section 6 except to the extent the Indemnifying Party has suffered damage or prejudice indemnifying party is prejudiced by reason of the Indemnified Party’s failure to give or delay in giving such noticefailure. Within ten (10) business days of receipt of any notice issued by the Indemnified Party pursuant to this Section 12.3, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third The indemnifying party claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third party claim, the Indemnified Party shall have the right to defend such claimparticipate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel of mutually reasonably satisfactory to the indemnifying party and Investor Indemnitee or Company Indemnitee, as the case may be; provided, however, that an Investor Indemnitee or Company Indemnitee shall have the right to retain its own selectioncounsel with the actual and reasonable third party fees and expenses of not more than one counsel for such Investor Indemnitee or Company Indemnitee to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of Investor Indemnitee or Company Indemnitee and compromise the indemnifying party would be inappropriate due to actual or potential differing interests between such Investor Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceeding. Investor Indemnitee or Company Indemnitee shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim without prejudice by the indemnifying party and shall furnish to its right the indemnifying party all information reasonably available to indemnification hereunderInvestor Indemnitee or Company Indemnitee which relates to such action or claim. In The indemnifying party shall keep Investor Indemnitee or Company Indemnitee reasonably apprised as to the event status of the Indemnifying Party timely acknowledges its obligations hereunder defense or any settlement negotiations with respect to any third thereto. No indemnifying party claim, the Indemnifying Party shall defend the same with counsel in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claim, the Indemnified Party may, at its expense, participate in the defense of such third party claim and no such third party claim shall be settled by liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the Indemnified Party indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of Investor Indemnitee or Company Indemnitee, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the Indemnifying Party which consent giving by the claimant or plaintiff to such Investor Indemnitee or Company Indemnitee of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying party shall not be unreasonably withheld subrogated to all rights of Investor Indemnitee or delayed. At any time after the Indemnifying Party acknowledges its obligations hereunder Company Indemnitee with respect to any all third party claimparties, the Indemnifying Party may request the Indemnified Party to agree in writing firms or corporations relating to the payment or compromise of such third party claim (provided such payment or compromise matter for which indemnification has been previously approved in writing made. The indemnification required by this Section 6 shall be made by periodic payments of the third party claimant)amount thereof during the course of the investigation or defense, and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the as and when bills are received and payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objectstherefor is due.

Notice of Claims. Within thirty (30) days after a Person seeking indemnification hereunder (hereinafter An indemnified party shall give prompt ---------------- written notice to the “Indemnified Party”) has received notice of or has acquired knowledge indemnifying party of any claim by any Person not against the indemnified party which might give rise to a Party to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter indemnified party against the “Indemnifying Party”)indemnifying party under the indemnification provisions contained herein, give the Indemnifying Party written notice of such claim and the commencement or threatened commencement of such action or proceeding, if any. Such notice shall state stating the nature and basis of such claim, and, if ascertainable, the claim and the actual or estimated amount thereof. Notwithstanding the foregoing, the provided, however, that failure of the Indemnified Party to give such notice shall will not excuse effect the Indemnifying Party’s -------- ------- obligation of the indemnifying party to indemnify andprovide indemnification in accordance with the terms of Section 8.1 or 8.2 unless, in the case of a third party claim, defend the Indemnified Party, except and only to the extent the Indemnifying Party has suffered damage or prejudice by reason of the Indemnified Party’s failure to give or delay in giving such notice. Within ten (10) business days of receipt of any notice issued by the Indemnified Party pursuant to this Section 12.3that, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third indemnifying party claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligationsis actually prejudiced thereby. In the event the Indemnifying Party disclaims that any action, suit or fails to timely acknowledge its obligations proceeding is brought against any indemnified party with respect to any claim which the indemnifying party may have liability under the indemnification provisions contained herein, the indemnifying party shall, upon written acknowledgement by the Indemnified Party relating indemnifying party that such action, suit or proceeding is an indemnifiable Loss pursuant to Section 8.1 or 8.2, have the right, at the cost and expense of the indemnifying party, to defend such action in the name and on behalf of the indemnified party (using counsel satisfactory to the indemnified party), and, in connection with any third party claimsuch action, the Indemnified Party indemnified party and the indemnifying party agree to render to each other such assistance as may reasonably be required in order to ensure proper and adequate defense of such action, provided, however, that an indemnified party shall have the right -------- ------- to retain its own counsel, with fees and expenses paid by the indemnifying party, if representation of such indemnified party by counsel retained by the indemnifying party would be inappropriate because of actual or potential differing interests between such indemnified party and the indemnifying party. If the indemnifying party shall fail to defend such action, suit or proceeding, then the indemnified party shall have the right to defend such claim, with counsel of its own selection, and compromise such claim action without prejudice to its right rights to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claimunder Section 8.1 or 8.2 and, in connection therewith, the Indemnifying Party shall defend indemnified party and the same with counsel indemnifying party agree to render to each other such assistance as may reasonably be required in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect order to any third party claim, the Indemnified Party may, at its expense, participate in the ensure proper and adequate defense of such third action. Neither the indemnified party nor the indemnifying party shall make any settlement of any claim and no such third which might give rise to Liability of the indemnifying party claim shall be settled by under the Indemnified Party indemnification provisions contained herein without the prior written consent of the Indemnifying Party each party, which consent shall not be unreasonably withheld withheld, delayed or delayed. At any time after the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objectsconditioned.

Notice of Claims. Within thirty (30) days after a Person seeking indemnification hereunder (hereinafter the “Indemnified Party”) has received notice of or has acquired knowledge of any claim by any Person not a Each indemnified Party agrees to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter the “Indemnifying Party”), give the Indemnifying indemnifying Party prompt written notice of any event or matter for which such claim and the commencement or threatened commencement indemnified Party intends to assert a right of such action or proceeding, if any. Such notice shall state the nature and basis of such claim, and, if ascertainable, the amount thereof. Notwithstanding the foregoing, the indemnification under this Agreement; provided that any failure of the Indemnified Party to give provide such notice shall not excuse reduce the Indemnifying Party’s obligation amount of indemnification to indemnify and, in which the case of a third indemnified party claim, defend the Indemnified Partyis otherwise entitled, except to the extent that such failure prejudices the Indemnifying Party has suffered damage or prejudice by reason of the Indemnified Party’s failure indemnifying party. If a third party claim is made for which an indemnified party is entitled to give or delay in giving such notice. Within ten (10) business days of receipt of any notice issued by the Indemnified Party indemnification pursuant to this Section 12.3Article VIII, then the Indemnifying Party indemnifying party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third party claim, its defense obligation with respect be entitled to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third party claim, the Indemnified Party shall have the right to defend such claim, with counsel of its own selection, and compromise such claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party shall defend the same with counsel in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claim, the Indemnified Party may, at its expense, participate in the defense of such claim, and if the amount claimed pursuant to such third party claim and no claim, or the potential liability arising out of such third party claim (in the judgement of indemnified party), does not, after taking into account all other indemnification obligations of the indemnifying party, exceed the indemnifying party's maximum indemnification obligation pursuant to Section 8.5 and if the indemnifying party so chooses, and providing that the indemnifying party acknowledges their obligation to indemnify the indemnified party, then the indemnifying party may assume primary responsibility for the defense of such claim with counsel selected by the indemnifying party and not reasonably objected to by the indemnified party. If the indemnifying party assumes the defense of a third party claim as set forth in this paragraph, then (A) in no event shall the indemnified party admit any liability with respect to, or settle, compromise or discharge, any such claim without the indemnifying party's prior written consent and (B) the indemnified party shall be settled by entitled to participate in, but not control, the Indemnified Party defense of such claim with its own counsel at its own expense. If the indemnifying party does not assume the defense of any such claim, the indemnified party may defend such claim in a manner as it may deem appropriate (including, but not limited to, settling such claim on such terms as the indemnified party may deem appropriate). No settlement of a third party claim involving an assertion that any WHI Indemnification Amount or Shareholder Indemnification Amount is due shall be made without the prior written consent of the Indemnifying Party indemnified party, which consent shall not be unreasonably withheld or delayedgranted unless such settlement may have an adverse effect on the indemnified Party, in such indemnified party's reasonable determination. At any time after the Indemnifying Any claim by either Party acknowledges its obligations for indemnification hereunder (other than with respect to any third party claim, the Indemnifying Party may request the Indemnified Party to agree Dispute) must be asserted in writing prior to the payment second anniversary of the Closing Date, provided however, that any claims by WHI relating to breach of representations or compromise warranties concerning tax liability may be brought until ninety days following the expiration of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment any applicable statute of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objectslimitations.

Notice of Claims. Within thirty (30) days after a Person seeking indemnification hereunder (hereinafter Each of Purchaser and Seller agrees to give prompt written notice to the “Indemnified Party”) has received notice of or has acquired knowledge other of any claim against the party giving notice which might give rise to a claim by any Person not a Party to this Agreement of the commencement it or threatened commencement of any action or proceeding by any Person not a Party to this Agreement (“third party claim”) or has acquired knowledge of any other claim hereunder them against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant party hereto (hereinafter based upon the “Indemnifying Party”)indemnity provisions contained herein, give the Indemnifying Party written notice of such claim and the commencement or threatened commencement of such action or proceeding, if any. Such notice shall state stating the nature and basis of such claim, and, if ascertainable, the claim and the actual or estimated amount thereof. Notwithstanding the foregoing; provided, the however, that failure of the Indemnified Party to give such notice shall not excuse will not; -------- ------- affect the Indemnifying Party’s obligation of the indemnifying party to indemnify andprovide indemnification in accordance with the provisions of this Article 7 unless, in the case of a third party claim, defend the Indemnified Party, except and only to the extent the Indemnifying Party has suffered damage or prejudice by reason of the Indemnified Party’s failure to give or delay in giving that, such notice. Within ten (10) business days of receipt of any notice issued by the Indemnified Party pursuant to this Section 12.3, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third indemnifying party claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligationsis actually prejudiced thereby. In the event that any action, suit or proceeding is brought against any member of the Indemnifying Party disclaims Indemnified Seller Group or fails to timely acknowledge its obligations the Indemnified Purchaser Group with respect to which any claim by party hereto may have liability under the Indemnified Party relating to any third party claimindemnification provisions contained herein, the Indemnified Party indemnifying party shall have the duty, at his or its sole cost and expense, to defend such action in the name or on behalf of the indemnified party and, in connection with any such action, suit or proceeding, the parties hereto agree to render to each other such assistance as may reasonably be required in order to ensure the proper and adequate defense of any such action, suit or proceeding; provided, however, that an indemnified party shall -------- ------- have the right to retain its own counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate because of actual or potential differing interests between such indemnified party and any other party represented by such counsel. If the indemnifying party shall undertake to defend such claimaction, with counsel suit or proceeding, or to compromise any such asserted liability, it shall promptly notify the indemnified party of its own selectionintention to do so and provide the indemnified party with reasonable assurance as to the ability of the indemnifying party to defend or compromise, and compromise as the case may be, such claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder matter which, with respect to Seller as indemnifying party, shall include reasonable assurance that Seller has and will have the financial capability to pay any third judgment or compromise resulting from such asserted liability. Neither party claim, hereto shall make any settlement of any claim which might give rise to liability of the Indemnifying Party shall defend other party under the same with counsel in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claim, the Indemnified Party may, at its expense, participate in the defense of such third party claim and no such third party claim shall be settled by the Indemnified Party indemnification provisions contained herein without the prior written consent of the Indemnifying Party such other party, which consent such other party covenants shall not be unreasonably withheld or delayed. At any time after the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objectswithheld.

Notice of Claims. Within thirty (30Each party indemnified under Section 4(a) days or Section 4(b) shall, promptly after a Person seeking indemnification hereunder (hereinafter the “Indemnified Party”) has received receipt of notice of or has acquired knowledge of any claim by any Person not a Party to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not against such indemnified party in respect of which indemnity may be sought, notify the indemnifying party in writing of the commencement thereof, enclosing a Party to this Agreement (“third party claim”) or has acquired knowledge copy of all papers served on such indemnified party. The omission of any other claim hereunder against another Party hereto (“first indemnified party claim”) so to notify an indemnifying party of any such action shall not relieve the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter the “Indemnifying Party”), give the Indemnifying Party written notice of such claim and the commencement or threatened commencement indemnifying party from any liability in respect of such action which it may have to such indemnified party on account of the indemnity agreement contained in Section 4(a) or proceedingSection 4(b), if anyunless the indemnifying party was prejudiced by such omission, and in no event shall relieve the indemnifying party from any other liability which it may have to such indemnified party. Such notice In case any such action shall state be brought against any indemnified party and it shall notify an indemnifying party of the nature and basis of such claimcommencement thereof, the indemnifying party shall be entitled to participate therein and, if ascertainable, the amount thereof. Notwithstanding the foregoing, the failure of the Indemnified Party to give such notice shall not excuse the Indemnifying Party’s obligation to indemnify and, in the case of a third party claim, defend the Indemnified Party, except to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the Indemnifying Party has suffered damage or prejudice by reason of the Indemnified Party’s failure to give or delay in giving such notice. Within ten (10) business days of receipt of any notice issued by the Indemnified Party pursuant to this Section 12.3, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third party claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third party claim, the Indemnified Party shall have the right to defend such claimthereof, with counsel satisfactory to such indemnified party; provided that if any indemnified party or parties reasonably determine that there may be legal defenses available to such indemnified party that are different from or in addition to those available to such indemnifying party or that representation of its own selection, such indemnifying party and compromise such claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third indemnified party claim, the Indemnifying Party shall defend by the same with counsel would present a conflict of interest, then such indemnifying party shall not be entitled to assume such defense. If an indemnifying party assumes the defense of an action in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claim, the Indemnified Party may, at its expense, participate in the defense of such third party claim and no such third party claim shall be settled as permitted by the Indemnified Party without the prior written consent provisions of the Indemnifying Party which consent this Section 4(c), such indemnifying party shall not be unreasonably withheld liable to such indemnified party under Section 4(a) or delayedSection 4(b) for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. At In no event shall the indemnifying party be liable for the fees and expenses of more than one counsel (in addition to local counsel) separate from its own counsel for all indemnified parties in connection with any time after the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment one action of separate but similar or compromise of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, related actions in the event same jurisdiction arising out of the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy same general allegations or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objectscircumstances.

Notice of Claims. Within thirty (30) days after a Person seeking indemnification hereunder (hereinafter the “Indemnified Party”) has received notice of or has acquired knowledge of any claim by any Person not a Third Party to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) Claim, the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter the “Indemnifying Party”), give the Indemnifying Party written notice of such claim and the commencement or threatened commencement of such action or proceeding, if anyThird Party Claim. Such notice shall state the nature and basis of such claimThird Party Claim, and, if ascertainable, the amount thereof. Notwithstanding the foregoing, the failure of the Indemnified Party to give such notice shall not excuse the Indemnifying Party’s obligation to indemnify and, in the case of a third party claim, and defend the Indemnified Party, except to the extent the Indemnifying Party has suffered damage or prejudice by reason of the Indemnified Party’s failure to give or delay in giving such notice. Within ten (10) business days of receipt of any notice issued by the Indemnified Party pursuant to this Section 12.310.5, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third party claim, its and defense obligation with respect to the claim Third Party Claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Third Party relating to any third party claimClaim, the Indemnified Party shall have the right to defend such claimThird Party Claim, with counsel of its own selection, and compromise such claim Third Party Claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claimThird Party Claim, the Indemnifying Party shall defend the same with counsel in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claimThird Party Claim, the Indemnified Party may, at its expense, participate in the defense of such third party claim Third Party Claim and no such third party claim Third Party Claim shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which consent shall not be unreasonably withheld or delayed. At any time after the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claimThird Party Claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise of such third party claim Third Party Claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objects.

Notice of Claims. Within thirty (30) days after a Person Each party shall promptly notify the other party in writing of all third party claims which may give rise to the right of indemnification for breaches of representations and warranties, it being understood that if, through the fault of the party seeking indemnification, the indemnifying party does not receive notice of any such matter in time to contest the determination of any liability which is susceptible to being contested, the indemnifying party shall not be obligated to indemnify the other party with respect thereto. Each such notice shall specifically describe the matter which may give rise to indemnification hereunder (hereinafter and shall indicate the “particular representation or warranty which is alleged to have been breached. The Indemnifying Party shall be entitled to participate in and, to the extent that it wishes, to assume, the defense of any such matter with counsel reasonably acceptable to the Indemnified Party”) has received notice of or has acquired knowledge of any claim by any Person not a Party to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) ; provided, that the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto may participate with counsel of its choice (hereinafter the “Indemnifying Party”), give the Indemnifying Party written notice of such claim and the commencement or threatened commencement of such action or proceeding, if any. Such notice shall state the nature and basis of such claim, and, if ascertainable, the amount thereof. Notwithstanding the foregoing, the failure of the Indemnified Party to give such notice shall not excuse at the Indemnifying Party’s obligation to indemnify and, in the case of a third party claim, defend the Indemnified Party, except to the extent expense) if the Indemnifying Party has suffered damage or prejudice by reason of does not pursue such defense with reasonable diligence, the Indemnified Party’s failure to give or delay in giving such notice. Within ten (10) business days of receipt of any notice issued by claim involves potential criminal liability upon the Indemnified Party pursuant to this Section 12.3or a potential or actual conflict of interest exists among the parties. Except as set forth in the immediately preceding sentence, after notice of the election of the Indemnifying Party that it will assume the defense thereof, the Indemnifying Party shall notify not be liable to the Indemnified Party whether for its legal or other expenses incurred thereafter in connection with the defense thereof. The Indemnifying Party acknowledges its shall have the authority to settle any third party claim to which indemnification obligation andunder this Agreement relates, without the consent of the Indemnified Party only if: (1) the settlement does not exceed the limitation set forth in Article 5, (2) the case settlement provides only for a monetary payment, and (3) the settlement includes as an unconditional term thereof the giving of a release from all liability with respect to such claim by each claimant to each Indemnified Party that is or may be subject to such third party claim, its defense obligation . Except with respect to the claim which was the subject prior consent of the Indemnified Indemnifying Party’s notice or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third party claim, the Indemnified Party shall have not pay or voluntarily permit the right to defend such claim, with counsel determination of its own selection, and compromise such claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any liability under any third party claim, the Indemnifying Party shall defend the same with counsel in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claim, the Indemnified Party may, at its expense, participate in the defense of such third party claim and no such third party claim shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which consent shall not be unreasonably withheld or delayed. At any time after the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objectsindemnification under this Agreement relates.

Notice of Claims. Within thirty If any claim is made by or against a party which, if sustained, would give rise to a liability of another party hereunder, that party (30the "Claiming Party") shall within ten (10) days after a Person seeking indemnification hereunder (hereinafter the “Indemnified Party”) has received thereafter cause notice of or has acquired knowledge of any the claim by any Person not a Party to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a Party be delivered to this Agreement (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto party (hereinafter the “"Indemnifying Party”), give ") and shall afford the Indemnifying Party written notice of such and its counsel, at the Indemnifying Party's sole expense, the opportunity to defend or settle the claim and the commencement or threatened commencement of such action or proceeding, if any. Such notice shall state the nature and basis of such claim, (and, if ascertainablewith respect to claims made by third parties, the amount thereof. Notwithstanding Claiming Party shall have the foregoingright to participate at its sole expense), provided that the failure of the Indemnified any Claiming Party to give such notice shall not excuse relieve the Indemnifying Party’s obligation to indemnify and, in the case Party of a third party claim, defend the Indemnified Party, its indemnification obligations hereunder except to the extent that such failure results in a lack of actual notice to the Indemnifying Party has suffered damage and the Indemnifying Party is materially prejudiced as a result of such failure to give notice. Any notice of a claim shall state, with reasonable specification, the alleged basis for the claim and the amount of liability asserted by or prejudice against the other party by reason of the Indemnified claim, to the extent then known. Failure by an Indemnifying Party to notify a Claiming Party in writing of the Indemnifying Party’s failure 's election to give defend or delay in giving settle any such notice. Within claim within ten (10) business days of receipt of any after notice issued by the Indemnified Party pursuant thereof shall have been delivered to this Section 12.3, the Indemnifying Party shall notify the Indemnified Party whether be deemed a waiver by the Indemnifying Party acknowledges of its indemnification obligation and, in the case of a third party right to defend or settle such claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s . If notice or whether it disclaims such obligations. In the event is given and the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third party claim, the Indemnified Party shall have the right to defend such claim, with counsel of its own selection, and compromise such claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party shall defend the same with counsel in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claim, the Indemnified Party may, at its expense, participate in assume the defense of such third party the claim and no such third party in writing within ten (10) days thereof, the claim shall may be defended, compromised or settled by the Indemnified Claiming Party without the prior written consent of the Indemnifying Party which consent shall not be unreasonably withheld or delayed. At any time after and the Indemnifying Party acknowledges its obligations hereunder with respect shall remain liable under this Article X. Except for claims related to Retained Liabilities or assumed by Buyer as provided in Section 1.3, claims made for a breach of representation or warranty under Section 3.4 hereof and claims related to fraud or willful misconduct (as to which foregoing claims no deductible shall apply), no party shall be required to indemnify any third other party claim, until a Twenty-Five Thousand Dollar ($25,000) deductible (the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise of such third party claim (provided such payment or compromise "Deductible") has been previously approved in writing exceeded. The aggregate liability of any party hereto under the provisions of this Article X shall be limited to an amount not to exceed $1,500,000 plus the aggregate amount of all Earn-Out Payments made by Buyer under Section 11 hereof (the third party claimant)"Cap") provided, andhowever, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objects.that:

Notice of Claims. Within thirty The indemnified party shall promptly notify the indemnifying party in writing of all matters which may give rise to the right to indemnification hereunder; PROVIDED, HOWEVER, that failure to timely give the notice provided in this SECTION 8.3 shall not be a defense to the liability of the indemnifying party for such claim, but the indemnifying party may recover any actual damages arising from the indemnified party's failure to give such timely notice. The indemnified party shall not admit any liability with respect to, or settle, compromise or discharge any such matter covered by this ARTICLE VIII without the indemnifying party's prior written consent (30) days after a Person seeking indemnification which shall not be unreasonably withheld). The indemnifying party shall have the right, with the consent of the indemnified party (which shall not be unreasonably withheld), to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled. In connection with any claim giving rise to indemnity hereunder (hereinafter the “Indemnified Party”) has received notice of resulting from or has acquired knowledge arising out of any claim by any Person not a Party to this Agreement of the commencement or threatened commencement of any action or legal proceeding by any Person not a Party person other than the indemnified party, the indemnifying party at its sole cost and expense may, upon written notice to this Agreement (“third the indemnified party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim is indemnifiable received by the other Party pursuant hereto indemnified party within ten (hereinafter 10) calendar days after the “Indemnifying Party”), give the Indemnifying Party written indemnifying party's receipt of notice of such claim and the commencement or threatened commencement of such action or proceeding, if any. Such notice shall state the nature and basis of such claim, and, if ascertainableassume the defense of any such claim or legal proceeding. If the indemnifying party assumes the defense of any such claim or legal proceeding, the amount thereof. Notwithstanding the foregoing, the failure of the Indemnified Party to give such notice indemnifying party shall not excuse the Indemnifying Party’s obligation to indemnify and, in the case of a third party claim, defend the Indemnified Party, except select counsel reasonably acceptable to the extent the Indemnifying Party has suffered damage or prejudice by reason of the Indemnified Party’s failure indemnified party to give or delay in giving such notice. Within ten (10) business days of receipt of any notice issued by the Indemnified Party pursuant to this Section 12.3, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third party claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third party claim, the Indemnified Party shall have the right to defend such claim, with counsel of its own selection, and compromise such claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party shall defend the same with counsel in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claim, the Indemnified Party may, at its expense, participate in conduct the defense of such third party claim claims or legal proceedings and, at the indemnifying party's sole cost and no such third party claim shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party expense (which consent costs and expenses shall not be unreasonably withheld applied against any indemnity limitation herein), shall take all steps necessary in the defense or delayedsettlement thereof. At The indemnified party shall be entitled to participate in (but not control) the defense of any time after the Indemnifying Party acknowledges such action, with its obligations hereunder with respect own counsel and at its own expense, and shall be entitled to any third and all information and documentation relating thereto. If the indemnifying party claimdoes not assume (or continue to diligently and competently prosecute) the defense of any such claim or litigation resulting there from in accordance with the terms hereof, the Indemnifying Party indemnified party may, at the indemnifying party's expense, defend against such claim or litigation in such manner as it may request deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the Indemnified Party to agree in writing same to the payment indemnifying party, on such reasonable terms as the indemnified party may deem appropriate. The indemnified party will cooperate reasonably with 10 [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED. the indemnifying party in its efforts to conduct or compromise resolve such matters, including by making available to the indemnifying party relevant documents and witnesses. The indemnified party and the indemnifying party shall keep each other informed of such all settlement negotiations with third parties and of the progress of any litigation with third parties. The indemnified party and the indemnifying party shall permit each other reasonable access to books and records and shall otherwise cooperate with all reasonable requests of each other in connection with any indemnifiable matter resulting from a claim (provided such payment or compromise has been previously approved in writing by the a third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objectsPerson.

Notice of Claims. Within thirty (30) days after a Person seeking indemnification hereunder (hereinafter An indemnified party shall give the “Indemnified Party”) has received indemnifying party prompt notice of any third-party claim (including, but not limited to, any Tax audit examination or has acquired knowledge proceeding) that may give rise to any indemnification obligation under this Section 8 and the indemnifying party shall (except as set forth below) have the right to assume and control the defense (at its expense and with the cooperation of the indemnified party, including the provision of any claim power of attorney requested by the indemnifying party in connection with any Person not a Party to this Agreement of the commencement Tax audit, examination or threatened commencement proceeding) and settlement of any action or proceeding by any Person not a Party to this Agreement (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim is indemnifiable by through the indemnifying party’s own counsel or through other Party pursuant hereto (hereinafter counsel reasonably acceptable to the “Indemnifying Party”), give the Indemnifying Party written notice of such claim and the commencement or threatened commencement of such action or proceeding, if any. Such notice shall state the nature and basis of such claim, and, if ascertainable, the amount thereofindemnified party. Notwithstanding the foregoing, the failure of the Indemnified Party to give such notice indemnifying party shall not excuse the Indemnifying Party’s obligation be entitled to indemnify and, in the case assume control of a any third party claim, defend proceeding and shall pay the Indemnified Party, except to the extent the Indemnifying Party has suffered damage or prejudice by reason fees and expenses of the Indemnified Party’s failure to give or delay in giving such notice. Within ten (10) business days of receipt of any notice issued counsel retained by the Indemnified Party pursuant to this Section 12.3, indemnified party if (i) the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third party claimproceeding relates to or arises in connection with any criminal proceeding, its defense obligation with action, indictment, allegation or investigation, or (ii) the claim seeks an injunction or equitable relief against the indemnified party. With respect to the claim which was actions, lawsuits, investigations, proceedings and other claims that are the subject of the Indemnified Party’s notice or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third party claimforegoing sentence, the Indemnified Party indemnifying party shall have the right to defend such claim, with counsel of retain its own selectioncounsel (but the fees and expenses of such counsel shall be at the expense of the indemnifying party) and participate therein, and compromise no indemnifying party shall be liable for any settlement of any such action, proceeding or claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party shall defend the same with counsel in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claim, the Indemnified Party may, at its expense, participate in the defense of such third party claim and no such third party claim shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayedwithheld). At The indemnified party, together with any time after other indemnified parties, may retain one additional counsel to represent the Indemnifying Party acknowledges its obligations hereunder interests of all of such indemnified parties at their own expense if (i) under applicable standards of professional conduct, a conflict with respect to any third significant issue between such indemnified parties and the indemnifying party exists or is reasonably likely to arise in respect of such third-party claim, or (ii) the Indemnifying Party may request claim, if adversely determined, would not entitle the Indemnified Party indemnified party to agree in writing full indemnity pursuant to this Section 8 by reason of the payment Threshold Amount, any cap or compromise otherwise. Whether or not the indemnifying party elects to assume the defense of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does soclaim, the Indemnified Party indemnifying party shall promptly agree pay the reasonable fees and expenses of one counsel selected by such indemnified parties in writing respect of such claim. Notwithstanding the foregoing, without such indemnified parties’ written consent, the indemnifying party shall not settle any action or proceeding which does not provide such indemnified parties a full, unconditional release from all liability with respect to such settlementclaim by each claimant or plaintiff in a form reasonably acceptable to such indemnified parties’ counsel, unless such settlement would involve a remedy or remedies, other than nor will the payment of money damages by the Indemnifying Party, indemnifying party consent to which the Indemnified Party reasonably objectsany injunctive relief affecting any indemnified party.

Notice of Claims. Within thirty (30) days after a Person seeking indemnification hereunder (hereinafter An Indemnified Party shall give prompt written notice to the “Indemnified Party”) has received notice of or has acquired knowledge Indemnifying Party of any claim which might give rise to a claim by any Person not a Party to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter the “Indemnifying Party”), give against the Indemnifying Party written notice of such claim and the commencement or threatened commencement of such action or proceeding, if anyunder Article 11. Such notice shall state contain the nature and basis of the claim and the actual or estimated amount thereof; provided, however, that failure to give such claimnotice will not affect the obligation of the Indemnifying Party under Article 11 unless, and, if ascertainableand only to the extent that, the amount thereofIndemnifying Party is actually prejudiced thereby. Notwithstanding In the foregoingevent that any action, suit or proceeding is brought against any Indemnified Party with respect to which the Indemnifying Party may have Liability under Article 11, the failure Indemnifying Party shall, upon written acknowledgment by the Indemnifying Party that such action, suit or proceeding is an indemnifiable Loss for which it is responsible under Article 11 (the “Indemnification Acknowledgment”), have the right, at the cost and expense of the Indemnifying Party, to defend such action, suit or proceeding in the name and on behalf of the Indemnified Party (using counsel reasonably satisfactory to give such notice the Indemnified Party); provided, however, that an Indemnified Party shall not excuse have the right to retain its own counsel, with fees and expenses paid by the Indemnifying Party’s obligation to indemnify and, in the case if representation of a third party claim, defend the Indemnified Party, except to the extent Party by counsel retained by the Indemnifying Party has suffered damage would be inappropriate because of actual or prejudice by reason of potential differing interests between the Indemnified Party and the Indemnifying Party’s failure . The Indemnification Acknowledgment shall be delivered by the Indemnifying Party to give or delay in giving such notice. Within the Indemnified Party within ten (10) business days Business Days of receipt of any notice issued by the Indemnified Party pursuant to this Section 12.3, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third party claim, its defense obligation with respect to the claim which was the subject delivery of the Indemnified Party’s notice or whether it disclaims such obligationsof claim described above. In the event If the Indemnifying Party disclaims shall fail to defend any action, suit or fails proceeding, including as a result of its failure to timely acknowledge its obligations with respect to any claim by provide the Indemnified Party relating to any third party claimIndemnification Acknowledgment in accordance herewith, then the Indemnified Party shall have the right to defend such claimaction, with counsel of its own selection, and compromise such claim suit or proceeding without prejudice to its right rights to indemnification hereunderunder Article 11. In connection with any action, suit or proceeding subject to Article 11, Seller and Parent, on the event one hand, and Buyer, on the Indemnifying Party timely acknowledges its obligations hereunder with respect other hand, agree to any third party claim, render to the Indemnifying Party shall defend the same with counsel other such assistance as may reasonably be required in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect order to any third party claim, the Indemnified Party may, at its expense, participate in the ensure proper and adequate defense of such third party claim action, suit or proceeding (including, without limitation, reasonable access to their respective employees (if required) and no such third party claim shall be settled by relevant books and records). Neither Seller or Parent, on the Indemnified Party one hand, nor Buyer, on the other hand, shall, without the prior written consent of the Indemnifying Party other, which consent shall not be unreasonably withheld or delayed. At any time after the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment settle or compromise any claim or demand (x) on a basis which would result in the imposition of a consent order, injunction or decree which would restrict the future activity or conduct of the other or any Affiliate thereof or (y) if such settlement or compromise does not include an irrevocable and unconditional release of the other for any Liability arising out of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objectsdemand.

Notice of Claims. Within An Indemnified Party shall notify the Indemnifying Party within a reasonable period of time after becoming aware of any Damages which the Indemnified Party shall have determined has given or could give rise to a claim for indemnification under Section 9.1 hereof. Such notice shall include an estimate of the Damages that the Indemnified Party has determined may be incurred. As soon as practicable after the date of such notice, the Indemnified Party shall provide to the Indemnifying Party all information and documentation necessary to support and verify the Damages so claimed and the Indemnifying Party and its agents shall be given access to all books and records in the possession or control of the Indemnified Party which the Indemnifying Party reasonably determines to be related to such claim. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the claim or the estimated amount of Damages described in such notice, or fails to notify the Indemnified Party within thirty (30) days after a Person seeking indemnification hereunder (hereinafter the “Indemnified Party”) has received notice of or has acquired knowledge of any claim by any Person not a Party to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter the “Indemnifying Party”), give the Indemnifying Party written notice delivery of such claim and the commencement or threatened commencement of such action or proceeding, if any. Such notice shall state the nature and basis of such claim, and, if ascertainable, the amount thereof. Notwithstanding the foregoing, the failure of the Indemnified Party to give such notice shall not excuse the Indemnifying Party’s obligation to indemnify and, in the case of a third party claim, defend the Indemnified Party, except to the extent the Indemnifying Party has suffered damage or prejudice by reason of the Indemnified Party’s failure to give or delay in giving such notice. Within ten (10) business days of receipt of any notice issued by the Indemnified Party pursuant to this Section 12.3, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third party claim, its defense obligation with respect to disputes the claim which was or the subject estimated amount of the Indemnified Party’s notice or whether it disclaims Damages described in such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third party claimnotice, the Indemnified Party shall have the right to defend such contest, settle or compromise the claim, with counsel but only for the payment of money damages, in the exercise of its own selectionreasonable discretion; provided, and compromise such claim without prejudice to its right to indemnification hereunder. In however, that the event Indemnified Party shall notify the Indemnifying Party timely acknowledges its obligations hereunder with respect of any compromise or settlement of any such claim and the amount of Damages (which shall only be for the payment of money damages) to any third party claimbe paid under such compromise or settlement, which amount the Indemnifying Party shall defend pay to the same with counsel in accordance with this SectionIndemnified Party. Where the The Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect not agree to any third party claimsettlement or the entry of a judgment in any action, the Indemnified Party may, at its expense, participate in the defense of such third party claim and no such third party claim shall be settled by the Indemnified Party suit or proceeding without the prior written consent of the Indemnifying Party Indemnified Party, which consent shall not be unreasonably withheld or delayed. At any time after the Indemnifying Party acknowledges its obligations hereunder with respect (it being understood that it is reasonable to any third party claimwithhold such consent if, among other things, the Indemnifying Party may request settlement or the entry of a judgment (A) lacks a complete release of the Indemnified Party to agree in writing to the payment for all liability with respect thereto or compromise of such third party claim (provided such payment B) imposes any liability or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, obligation on the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objects).

Notice of Claims. Within thirty (30) days Promptly after a Person seeking indemnification hereunder (hereinafter the “Indemnified Party”) has received receipt by an indemnified party under Sections 4.01, 4.02 or 4.03 of written notice of or has acquired knowledge of any claim by any Person not a Party to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement (“third proceeding, such indemnified party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if without regard to whether a claim in respect thereof is to be made against an indemnifying party pursuant to the indemnification provisions of, or as contemplated by this Paragraph 4, notify such claim is indemnifiable by indemnifying party in writing of the other Party pursuant hereto (hereinafter the “Indemnifying Party”), give the Indemnifying Party written notice of such claim and the commencement or threatened commencement of such action or proceeding, if any. Such notice ; but the omission so to notify the indemnifying party shall state the nature and basis not relieve it from any liability which it may have to any indemnified party in respect of such claimaction or proceeding on account of the indemnification provisions of or contemplated by Sections 4.01, and, if ascertainable, 4.02 or 4.03 unless the amount thereof. Notwithstanding the foregoing, the indemnifying party was prejudiced by such failure of the Indemnified Party indemnified party to give such notice notice, and in no event shall not excuse such omission relieve the Indemnifying Party’s obligation indemnifying party from any other liability it may have to indemnify such indemnified party. In case any such action or proceeding shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, such indemnifying party shall be entitled to participate therein and, in the case of a third party claim, defend the Indemnified Party, except to the extent that it shall determine, jointly with any other indemnifying party similarly notified, to assume the Indemnifying Party has suffered damage defense thereof, with counsel reasonably satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, such indemnifying party shall not be liable to such indemnified party for any legal or prejudice any other expenses, in each case subsequently incurred by reason such indemnified party, in connection with the defense thereof other than reasonable costs of investigation (unless such indemnified party reasonably objects to such assumption on the Indemnified Party’s failure grounds that there may be defenses to give it which are different from or delay in giving addition to such notice. Within ten (10) business days of receipt of any notice issued indemnifying party in which event the indemnified party shall be reimbursed by the Indemnified Party pursuant to this Section 12.3indemnifying party for the expenses incurred in connection with retaining one and only one separate counsel). If the indemnifying party is not entitled to, or elects not to, assume the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case defense of a third party claim, its defense obligation it will not be obligated to pay the fees and expenses of more than one counsel for each indemnified party with respect to the claim which was the such claim. The indemnifying party will not be subject of the Indemnified Party’s notice or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to liability for any third party claimsettlement made without its consent, the Indemnified Party shall have the right to defend such claim, with counsel of its own selection, and compromise such claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party shall defend the same with counsel in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claim, the Indemnified Party may, at its expense, participate in the defense of such third party claim and no such third party claim shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which consent shall not be unreasonably withheld withheld. No indemnifying party will consent to entry of any judgment or delayed. At enter into any time after settlement agreement which does not include as an unconditional term thereof the Indemnifying Party acknowledges its obligations hereunder with giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objectslitigation.