Common use of Notice of Indemnity Claim Clause in Contracts

Notice of Indemnity Claim. (a) If any Indemnified Party receives notice of a Third Party Claim, the Indemnified Party shall notify the Party required by the terms of this Agreement to indemnify the Indemnified Parties in writing thereof (the “Claims Notice”) within ten (10) days after (i) receipt of written notice of commencement of any third party litigation against such Indemnified Party, (ii) receipt by such Indemnified Party of written notice of any Third Party Claim pursuant to an invoice, notice of claim or assessment, against such Indemnified Party, or (iii) such Indemnified Party becomes aware of the existence of any other event, in respect of which indemnification may be sought from the Indemnifying Party. The Claims Notice shall describe the Third Party Claim and the specific facts and circumstances in reasonable detail, and shall indicate the amount if known, or estimate, if possible, of Buyer’s or Seller’s Losses, as the case may be that has been or may be incurred or suffered by Buyer or Seller, as the case may be. (b) If the Indemnifying Party shall not have timely notified the Indemnified Party of its election to assume the defense, the Indemnified Party shall have the right to assume control of the defense of such Third Party Claim. If the Indemnifying Party does not elect to assume the defense of any Third Party Claim, it may give written notice to the Indemnified Party of its intent not to do so, in which event the Indemnified Party shall assume control of the defense and/or compromise of such Third Party Claim, subject to the indemnification rights of the Indemnified Party hereunder. (c) The Party assuming the defense of any Third Party Claim shall keep the other Party reasonably informed at all times of the progress and development of its defense of and/or compromise efforts with respect to such Third Party Claim and shall furnish the other Party with copies of all relevant pleadings, correspondence and other papers. In addition, the Parties to this Agreement shall cooperate with each other, and make available to each other and their representatives all available relevant records or other materials required by them for their use in defending, compromising or contesting any Third Party Claim.

Notice of Indemnity Claim. (a) If any Proceeding is brought, instituted or threatened in respect of any Indemnified Party receives which may result in a claim for indemnification under this Agreement, such Indemnified Party shall promptly after receiving notice thereof notify the Corporation of a Third the nature of such claim and the Corporation shall be entitled (but not required) to assume conduct of the defence thereof and retain counsel on behalf of the Indemnified Party Claimwho is satisfactory to the Indemnified Party, acting reasonably, to represent the Indemnified Party in such Proceeding and the Corporation shall pay the fees and disbursements of such counsel and all other expenses of the Indemnified Party relating to such Proceeding as incurred. Failure to so notify the Corporation shall not relieve the Corporation from liability except and only to the extent that the failure materially prejudices the Corporation. If the Corporation assumes conduct of the defence for an Indemnified Party, the Indemnified Party shall notify fully cooperate in the Party defence including without limitation the provision of documents, appropriate officers and employees to give witness statements, attend examinations for discovery, make affidavits, meet with counsel, testify and divulge all information reasonably required by to defend or prosecute the terms of this Agreement to indemnify the Indemnified Parties in writing thereof (the “Claims Notice”) within ten (10) days after (i) receipt of written notice of commencement of Proceedings. In any third party litigation against such Indemnified Party, (ii) receipt by such Indemnified Party of written notice of any Third Party Claim pursuant to an invoice, notice of claim or assessment, against such Indemnified Party, or (iii) such Indemnified Party becomes aware of the existence of any other event, in respect of which indemnification may be sought from the Indemnifying Party. The Claims Notice shall describe the Third Party Claim and the specific facts and circumstances in reasonable detail, and shall indicate the amount if known, or estimate, if possible, of Buyer’s or Seller’s Losses, as the case may be that has been or may be incurred or suffered by Buyer or Seller, as the case may be. (b) If the Indemnifying Party shall not have timely notified the Indemnified Party of its election to assume the defense, Proceeding the Indemnified Party shall have the right to assume control employ separate counsel and to participate in the defence thereof if: (a) the Indemnified Party has been advised in writing by counsel that there may be a reasonable legal defense available to the Indemnified Party that is different from or in addition to those available to the Corporation or that a conflict of interest exists or reasonably may exist which makes representation by counsel chosen by the defense of such Third Party Claim. If Corporation not advisable (in which case the Indemnifying Party does Corporation shall not elect have the right to assume the defense of any Third Party Claim, it may give written notice to such proceedings on behalf of the Indemnified Party Person); (b) the Indemnitor shall not have undertaken the defense of such proceedings, or indicated its intent not to do so, and employed counsel within ten days after notice of commencement of such proceedings; or (c) the employment of such counsel has been authorized by the Corporation in connection with the defense of such proceeding; in which event the Indemnified Party fees and disbursements of such counsel (on a solicitor and his client basis) shall assume control be paid by the Corporation. It being understood, however, that the Corporation shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the defense and/or compromise same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate law firm (in addition to any local counsel) in each jurisdiction for all such Third Party Claim, subject to the indemnification rights of the Indemnified Party hereunderParties. (c) The Party assuming the defense of any Third Party Claim shall keep the other Party reasonably informed at all times of the progress and development of its defense of and/or compromise efforts with respect to such Third Party Claim and shall furnish the other Party with copies of all relevant pleadings, correspondence and other papers. In addition, the Parties to this Agreement shall cooperate with each other, and make available to each other and their representatives all available relevant records or other materials required by them for their use in defending, compromising or contesting any Third Party Claim.

Notice of Indemnity Claim. Each party (athe “Notifying Party”) shall promptly give notice to the other party (the “Indemnifying Party”) of any matter where it is anticipated that such matter will result in the Indemnifying Party indemnifying the Notifying Party, stating the amount of the Losses, if known, the method of computation thereof and the basis for the claim, all with reasonable particularity. The obligations and liabilities of the Indemnifying Party under this Section 8 with respect to Losses arising from claims of any third party that are subject to the indemnification provided for in this Agreement (“Indemnification”) shall be governed by and contingent upon the following additional terms and conditions: (i) If any Indemnified Party receives either an ASC lndemnitee or a Biosil Indemnitee (either of which will be referred to as the context requires as the “relevant Indemnitee”) shall receive notice of a any Third Party Claim, the Indemnified relevant lndemnitee shall give the Indemnifying Party shall notify the Party required by the terms of this Agreement to indemnify the Indemnified Parties in writing thereof (the “Claims Notice”) within ten (10) days after (i) receipt of written prompt notice of commencement of any third party litigation against such Indemnified Party, (ii) receipt by such Indemnified Party of written notice of any Third Party Claim pursuant to an invoice, notice of claim or assessment, against such Indemnified Party, or (iii) such Indemnified Party becomes aware of the existence of any other event, in respect of which indemnification may be sought from the Indemnifying Party. The Claims Notice shall describe the Third Party Claim and shall permit the specific facts Indemnifying Party, at its option, to assume and circumstances in reasonable detail, control the defense and/or management of such Third Party Claim at its expense and shall indicate through counsel of its choice if it gives prompt notice of intention to do so to the amount if known, or estimate, if possible, of Buyer’s or Seller’s Losses, as the case may be that has been or may be incurred or suffered by Buyer or Seller, as the case may be.relevant lndemnitee; (bii) If the Indemnifying Party shall not have timely notified the Indemnified Party of exercises its election to assume the defense, the Indemnified Party shall have the right to assume control of undertake the defense against or management of any such Third Party Claim. , the relevant Indemnitee shall cooperate with the Indemnifying Party in such defense or management and make available to the Indemnifying Party all witnesses, pertinent records, materials and information in its possession or under its control relating thereto as is reasonably required by the Indemnifying Party; (iii) If the Indemnifying Party does not elect exercise its right to assume undertake the defense or management of any Third Party ClaimClaim and the relevant Indemnitee is, it may give written notice to the Indemnified Party of its intent not to do sodirectly or indirectly, in which event the Indemnified Party shall assume control of conducting the defense and/or compromise against or management of any such Third Party Claim, subject to the indemnification rights of the Indemnified Indemnifying Party hereunder. (c) The Party assuming the defense of any Third Party Claim shall keep the other Party reasonably informed at all times of the progress and development of its defense of and/or compromise efforts with respect to such Third Party Claim and shall furnish the other Party with copies of all relevant pleadings, correspondence and other papers. In addition, the Parties to this Agreement shall cooperate with each other, the relevant Indemnitee in such defense or management and make available to each other it all such witnesses, pertinent records, materials and their representatives all available relevant records information in its possession or other materials under its control relating thereto as is reasonably required by them the relevant Indemnitee; and (iv) Except for their use in defending, compromising or contesting any the settlement of a Third Party ClaimClaim which involves the payment of money only and for which the relevant Indemnitee is totally indemnified by the Indemnifying Party, no Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the relevant Indemnitee, such consent not to be unreasonably withheld or delayed.

Notice of Indemnity Claim. (a) If any Proceeding is brought, instituted or threatened in respect of any Indemnified Party receives which may result in a claim for indemnification under this agreement, such Indemnified Party shall promptly after receiving notice thereof notify the Corporation of a Third the nature of such claim, in writing, and the Corporation shall be entitled (but not required) to assume conduct of the defence thereof and retain counsel on behalf of the Indemnified Party Claimwho is reasonably satisfactory to the Indemnified Party, to represent the Indemnified Party in such Proceeding and the Corporation shall pay the fees and disbursements of such counsel and all other reasonable expenses of the Indemnified Party relating to such Proceeding as incurred. Failure to so notify the Corporation shall not relieve the Corporation from liability except and only to the extent that the failure materially prejudices the Corporation. If the Corporation assumes conduct of the defence for an Indemnified Party, the Indemnified Party shall notify fully cooperate in the Party defence including without limitation the provision of documents, appropriate officers and employees to give witness statements, attend examinations for discovery, make affidavits, meet with counsel, testify and divulge all information reasonably required by to defend or prosecute the terms of this Agreement to indemnify the Indemnified Parties in writing thereof (the “Claims Notice”) within ten (10) days after (i) receipt of written notice of commencement of Proceedings. In any third party litigation against such Indemnified Party, (ii) receipt by such Indemnified Party of written notice of any Third Party Claim pursuant to an invoice, notice of claim or assessment, against such Indemnified Party, or (iii) such Indemnified Party becomes aware of the existence of any other event, in respect of which indemnification may be sought from the Indemnifying Party. The Claims Notice shall describe the Third Party Claim and the specific facts and circumstances in reasonable detail, and shall indicate the amount if known, or estimate, if possible, of Buyer’s or Seller’s Losses, as the case may be that has been or may be incurred or suffered by Buyer or Seller, as the case may be. (b) If the Indemnifying Party shall not have timely notified the Indemnified Party of its election to assume the defense, Proceeding the Indemnified Party shall have the right to assume control of employ separate counsel and to participate in the defense of such Third defence thereof if: (a) the Indemnified Party Claim. If the Indemnifying Party does not elect to assume the defense of any Third Party Claim, it has been advised in writing by counsel that there may give written notice be a reasonable legal defence available to the Indemnified Party that is different from or in addition to those available to the Corporation or that a conflict of its intent interest exists which makes representation by counsel chosen by the Corporation not advisable; (b) the Indemnitor has not assumed the defence of the Proceeding and employed counsel therefor reasonably satisfactory to do so, the Indemnified Party within ten (10) days after receiving notice thereof; or (c) employment of such other counsel has been authorized by the Corporation; in which event the Indemnified Party reasonable fees and disbursements of such counsel (on a solicitor and his client basis) shall assume control be paid by the Corporation. It being understood, however, that the Corporation shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the defense and/or compromise same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate law firm (in addition to any local counsel) for all such Third Party Claim, subject to Indemnified Parties. No admission of liability and no settlement of any Proceeding shall be made by the indemnification rights Indemnitor without the consent of the Indemnified Parties affected, such consent not to be unreasonably withheld. No admission of liability shall be made by an Indemnified Party hereunder. (c) The Party assuming without the defense consent of the Indemnitor, such consent not to be unreasonably withheld, and the Indemnitor shall not be liable for any settlement of any Third Party Claim shall keep the other Party reasonably informed at all times of the progress and development of Proceeding made without its defense of and/or compromise efforts with respect consent, such consent not to such Third Party Claim and shall furnish the other Party with copies of all relevant pleadings, correspondence and other papers. In addition, the Parties to this Agreement shall cooperate with each other, and make available to each other and their representatives all available relevant records or other materials required by them for their use in defending, compromising or contesting any Third Party Claimbe unreasonably withheld.

Notice of Indemnity Claim. Within thirty (a30) If any days after an Indemnified Party Person receives written notice of a Third Party Claiman Underlying Claim that constitutes an Indemnity Claim under this Agreement, the Indemnified Party shall notify the Party required by the terms of Person (and/or Pioneer or OCC Tacoma, as applicable) shall, if an Indemnity Claim is to be made pursuant to this Agreement to indemnify the Indemnified Parties Agreement, provide an Indemnity Notice in writing thereof (the “Claims Notice”) within ten (10) days after (i) receipt of written notice of commencement of any third party litigation against such Indemnified Party, (ii) receipt by such Indemnified Party of written notice of any Third Party Claim pursuant to an invoice, notice of claim or assessment, against such Indemnified Party, or (iii) such Indemnified Party becomes aware of the existence of any other event, in respect of which indemnification may be sought from the Indemnifying Party. The Claims Indemnified Person shall supplement such Indemnity Notice as reasonably requested in writing by the Indemnifying Party. The Indemnity Notice shall describe set forth the Third Party Indemnified Person or Persons, an explanation of the basis of the Indemnity Claim, the Section of this Agreement under which defense and indemnification is sought, the amount, to the extent known or estimated, of such Indemnity Claim sought by the Indemnified Person, a list identifying, to the extent known or estimated, each separate item and amount of Damages and each separate Underlying Claim, and the specific facts and circumstances in reasonable detailClaim Notice or Order Notice on which such Indemnity Claim is based. Failure of an Indemnified Person (and/or Pioneer or OCC Tacoma, as applicable) to provide a proper Indemnity Notice pursuant to this Section 4.2, and shall indicate the amount if knowna Claim Notice or Order Notice pursuant to Section 4.1, or estimate, if possible, of Buyer’s or Seller’s Losses, as the case may be that has been or may be incurred or suffered by Buyer or Seller, as the case may be. (b) If to the Indemnifying Party within the required thirty (30)-day period shall not relieve such Indemnifying Party from any liability or obligation which it may have timely notified under this Agreement either (i) to the Indemnified Party extent, but only to the extent, of its election to assume the defense, the Indemnified Party shall have the right to assume control of the defense of such Third Party Claim. If any material detriment suffered by the Indemnifying Party does not elect to assume the defense of any Third Party Claim, it may give written notice to the Indemnified Party of its intent not to do so, in which event the Indemnified Party shall assume control of the defense and/or compromise as a result of such Third Party Claimfailure, subject to or (ii) if the indemnification rights of the Indemnified Party hereunder. (c) The Party assuming the defense of any Third Party Claim shall keep the other Party reasonably informed at all times of the progress and development of its defense of and/or compromise efforts Notice or Order Notice with respect to such Third an Underlying Claim issued between the Closing and the Early Sunset Date has not been provided to the Indemnifying Party Claim and shall furnish within ninety (90) days following the other Party with copies occurrence of all relevant pleadings, correspondence and other papers. In addition, the Parties to an Early Sunset Date as provided in this Agreement shall cooperate with each other, and make available to each other and their representatives all available relevant records or other materials required by them for their use in defending, compromising or contesting any Third Party ClaimAgreement.

Notice of Indemnity Claim. (a) If In the event that any Indemnified Party receives notice of claim ("Claim") is hereafter asserted against or arises with respect to any United Indemnitee as to which such Indemnitee may be entitled to indemnification hereunder, a Third Party Claim, the Indemnified Party United Indemnitee shall notify the Party required by Shareholders (collectively, the terms of this Agreement to indemnify the Indemnified Parties "Indemnifying Party") in writing thereof (the “"Claims Notice”") within ten (10) 10 days after (i) receipt of written notice of commencement of any third party litigation against such Indemnified PartyUnited Indemnitee, (ii) receipt by such Indemnified Party United Indemnitee of written notice of any Third Party Claim third party claim pursuant to an invoice, notice of claim or assessment, against such Indemnified PartyUnited Indemnitee, or (iii) such Indemnified Party United Indemnitee becomes aware of the existence of any other event, event in respect of which indemnification may be sought from the Indemnifying PartyParty (including, without limitation, any inaccuracy of any representation or warranty or breach of any covenant). The Claims Notice shall describe the Third Party Claim and the specific facts and circumstances in reasonable detail, and shall indicate the amount amount, if known, or an estimate, if possible, of Buyer’s or Seller’s Losses, as the case may be losses that has have been or may be incurred or suffered by Buyer or Seller, as the case may bea United Indemnitee. (b) If The Indemnifying Party may elect to defend any Claim for money damages where the cumulative total of all Claims (including such Claims) exceeds the limit set forth in Section 7.2 at the time the Claim is made, by the Indemnifying Party's own counsel; provided, however, the Indemnifying Party may assume and undertake the defence of such a third party Claim only upon written agreement by the Indemnifying Party that the Indemnifying Party is obligated to fully indemnify a United Indemnitee with respect to such action. The United Indemnitee may participate, at the United Indemnitee's own expense, in the defence of any Claim assumed by the Indemnifying Party. Without the written approval of the United Indemnitee, which approval shall not be unreasonably withheld, the Indemnifying Party shall not agree to any compromise of a Claim defended by the Indemnifying Party. (c) If, within 30 days of the Indemnifying Party's receipt of a Claims Notice, the Indemnifying Party shall not have timely notified provided the Indemnified Party of its election written agreement required by Section 7.3(b) and elected to assume defend the defenseClaim, the Indemnified Party United Indemnitee shall have the right to assume control of the defense of such Third Party Claim. If the Indemnifying Party does not elect to assume the defense of any Third Party Claim, it may give written notice to the Indemnified Party of its intent not to do so, in which event the Indemnified Party shall assume control of the defense defence and/or compromise of such Third Party Claim, subject and the costs and expenses of such defence, including reasonable attorneys' fees, shall be added to the indemnification rights Claim. The Indemnifying Party shall promptly, and in any event within 30 days after demand therefor, reimburse the United Indemnitee for the costs of defending the Indemnified Party hereunderClaim, including attorneys' fees and expenses. (cd) The Party party assuming the defense defence of any Third Party Claim shall keep the other Party party reasonably informed at all times of the progress and development of its defense or their defence of and/or and compromise efforts with respect to such Third Party Claim and shall furnish the other Party party with copies of all relevant pleadings, correspondence and other papers. In addition, the Parties parties to this Agreement shall cooperate with each other, other and make available to each other and their representatives all available relevant records or other materials required by them for their use in defending, compromising or contesting any Third Claim. The failure to timely deliver a Claims Notice or otherwise notify the Indemnifying Party Claimof the commencement of such actions in accordance with this Section 7.3 shall not relieve the Indemnifying Party from the obligation to indemnify hereunder but only to the extent that the Indemnifying Party establishes by competent evidence that it has been prejudiced thereby. (e) In the event both the United Indemnitee and the Indemnifying Party are named as defendants in an action or proceeding initiated by a third party, they shall both be represented by the same counsel (on whom they shall agree), unless such counsel, the United Indemnitee, or the Indemnifying Party shall determine that such counsel has a conflict of interest in representing both the United Indemnitee and the Indemnifying Party in the same action or proceeding and the United Indemnitee and the Indemnifying Party do not waive such conflict to the satisfaction of such counsel.

Notice of Indemnity Claim. Each party (athe “Notifying Party”) shall promptly give notice to the other party (the “Indemnifying Party”) of any matter where it is anticipated that such matter will result in the Indemnifying Party indemnifying the Notifying Party, stating the amount of the Losses, if known, the method of computation thereof and the basis for the claim, all with reasonable particularity. The obligations and liabilities of the Indemnifying Party under this Section 8 with respect to Losses arising from claims of any third party that are subject to the indemnification provided for in this Agreement (“Indemnification”) shall be governed by and contingent upon the following additional terms and conditions: (i) If any Indemnified Party receives either an ASC lndemnitee or a Biosil Indemnitee (either of which will be referred to as the context requires as the “relevant Indemnitee”) shall receive notice of a any Third Party Claim, the Indemnified relevant lndemnitee shall give the Indemnifying Party shall notify the Party required by the terms of this Agreement to indemnify the Indemnified Parties in writing thereof (the “Claims Notice”) within ten (10) days after (i) receipt of written prompt notice of commencement of any third party litigation against such Indemnified Party, (ii) receipt by such Indemnified Party of written notice of any Third Party Claim pursuant to an invoice, notice of claim or assessment, against such Indemnified Party, or (iii) such Indemnified Party becomes aware of the existence of any other event, in respect of which indemnification may be sought from the Indemnifying Party. The Claims Notice shall describe the Third Party Claim and shall permit the specific facts Indemnifying Party, at its option, to assume and circumstances in reasonable detail, control the defense and/or management of such Third Party Claim at its expense and shall indicate through counsel of its choice if it gives prompt notice of intention to do so to the amount if known, or estimate, if possible, of Buyer’s or Seller’s Losses, as the case may be that has been or may be incurred or suffered by Buyer or Seller, as the case may be.relevant lndemnitee; (bii) If the Indemnifying Party shall not have timely notified the Indemnified Party of exercises its election to assume the defense, the Indemnified Party shall have the right to assume control of undertake the defense against or management of any such Third Party Claim. , the relevant Indemnitee shall cooperate with the Indemnifying Party in such defense or management and make available to the Indemnifying Party all witnesses, pertinent records, materials and information in its possession or under its control relating thereto as is reasonably required by the Indemnifying Party; (iii) If the Indemnifying Party does not elect exercise its right to assume undertake the defense or management of any Third Party ClaimClaim and the relevant Indemnitee is, it may give written notice to the Indemnified Party of its intent not to do sodirectly or indirectly, in which event the Indemnified Party shall assume control of conducting the defense and/or compromise against or management of any such Third Party Claim, subject to the indemnification rights of the Indemnified Indemnifying Party hereunder. (c) The Party assuming the defense of any Third Party Claim shall keep the other Party reasonably informed at all times of the progress and development of its defense of and/or compromise efforts with respect to such Third Party Claim and shall furnish the other Party with copies of all relevant pleadings, correspondence and other papers. In addition, the Parties to this Agreement shall cooperate with each other, the relevant Indemnitee in such defense or management and make available to each other it all such witnesses, pertinent records, materials and their representatives all available relevant records information in its possession or other materials under its control relating thereto as is reasonably required by them the relevant Indemnitee; and THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. (iv) Except for their use in defending, compromising or contesting any the settlement of a Third Party ClaimClaim which involves the payment of money only and for which the relevant Indemnitee is totally indemnified by the Indemnifying Party, no Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the relevant Indemnitee, such consent not to be unreasonably withheld or delayed.

Notice of Indemnity Claim. (a) If any Indemnified Party receives notice claim contemplated by paragraph 16 shall be asserted against any of a Third Party Claim, the Indemnified Party shall notify the Party required by the terms of this Agreement to indemnify the Indemnified Parties in writing thereof (the “Claims Notice”) within ten (10) days after (i) receipt of written notice of commencement of any third party litigation against such Indemnified Party, (ii) receipt by such Indemnified Party of written notice of any Third Party Claim pursuant to an invoice, notice of claim or assessment, against such Indemnified Party, or (iii) such Indemnified Party becomes aware of the existence of any other event, Persons in respect of which indemnification may is or might reasonably be sought from considered to be provided for in such paragraph, such Indemnified Person shall notify the Indemnifying Party. The Claims Notice shall describe Corporation as soon as reasonably practical of the Third Party Claim nature of such claim and the specific facts and circumstances in reasonable detail, and Corporation shall indicate the amount if known, or estimate, if possible, of Buyer’s or Seller’s Losses, as the case may be that has been or may be incurred or suffered by Buyer or Seller, as the case may be. entitled (bbut not required) If the Indemnifying Party shall not have timely notified the Indemnified Party of its election to assume the defensedefence of any suit brought to enforce such claim, provided however, that the defence shall be through legal counsel selected by the Corporation and acceptable to the Indemnified Party Person acting reasonably and that no admission of liability or settlement may be made by the Corporation or the Indemnified Person without the prior written consent of the other, such consent not to be unreasonably withheld. The Indemnified Person shall have the right to assume control of retain its own counsel in any proceeding relating to a claim contemplated by paragraph 16 if: (a) the defense of such Third Party Claim. If Indemnified Person has been advised by counsel that there may be a material legal defence available to the Indemnifying Party does Indemnified Person which is different from or additional to a defence available to the Corporation (in which case the Corporation shall not elect have the right to assume the defense defence of any Third Party Claim, it may give written notice to such proceedings on the Indemnified Party of its intent Person's behalf); (b) the Corporation shall not to do so, in which event have taken the Indemnified Party shall assume control of the defense and/or compromise defence of such Third Party Claim, subject to the indemnification rights proceedings and employed counsel within ten days after notice of the Indemnified Party hereunder.commencement of such proceedings; or (c) The Party assuming the defense employment of such counsel has been authorized by the Corporation in connection with the defence of such proceeding, and, in any Third Party Claim such event, the reasonable fees and expenses of such Indemnified Person's counsel shall keep be paid by the other Party reasonably informed at Corporation; provided that the Corporation shall not be obligated to pay fees and expenses of more than one separate legal firm for all times Indemnified Persons, as a group. It is the intention of the progress Corporation to constitute the Agent as trustee for the Indemnified Persons for the purposes of paragraphs 15 and development 16 and the Agent agree to accept such trust and to hold and enforce such covenants on behalf of its defense of and/or compromise efforts with respect to such Third Party Claim and shall furnish the other Party with copies of all relevant pleadings, correspondence and other papers. In addition, the Parties to this Agreement shall cooperate with each other, and make available to each other and their representatives all available relevant records or other materials required by them for their use in defending, compromising or contesting any Third Party Claimpersons.

Notice of Indemnity Claim. (a) If any Indemnified Party receives notice claim contemplated by Section 19 shall be asserted against any of a Third Party Claim, the Indemnified Party shall notify the Party required by the terms of this Agreement to indemnify the Indemnified Parties in writing thereof (the “Claims Notice”) within ten (10) days after (i) receipt of written notice of commencement of any third party litigation against such Indemnified Party, (ii) receipt by such Indemnified Party of written notice of any Third Party Claim pursuant to an invoice, notice of claim or assessment, against such Indemnified Party, or (iii) such Indemnified Party becomes aware of the existence of any other event, Persons in respect of which indemnification may is or might reasonably be sought from considered to be provided for in such section, such Indemnified Person shall notify the Indemnifying Party. The Claims Notice shall describe Corporation as soon as possible of the Third Party Claim nature of such claim and the specific facts and circumstances in reasonable detail, and Corporation shall indicate the amount if known, or estimate, if possible, of Buyer’s or Seller’s Losses, as the case may be that has been or may be incurred or suffered by Buyer or Seller, as the case may be. entitled (bbut not required) If the Indemnifying Party shall not have timely notified the Indemnified Party of its election to assume the defensedefence of any suit brought to enforce such claim; provided, however, that the defence shall be through legal counsel selected by the Corporation and acceptable to the Indemnified Party Person acting reasonably and that no admission of liability or settlement may be made by the Corporation or the Indemnified Person without the prior written consent of the other, such consent not to be unreasonably withheld. The Indemnified Person shall have the right to assume control retain its own counsel in any proceeding relating to a claim contemplated by Section 20 if: (a) the Indemnified Person has been advised in writing by counsel that there may be a material legal defence available to the Indemnified Person which is different from or additional to a defence available to the Corporation or that a conflict of interest exists or reasonably may exist which makes representation by counsel chosen by the defense of such Third Party Claim. If Corporation not advisable (in which case the Indemnifying Party does Corporation shall not elect have the right to assume the defense defence of any Third Party Claim, it may give written notice to such proceedings on the Indemnified Party of its intent Person’s behalf); (b) the Corporation shall not to do so, in which event have undertaken the Indemnified Party shall assume control of the defense and/or compromise defence of such Third Party Claim, subject to the indemnification rights proceedings and employed counsel within ten days after notice of the Indemnified Party hereunder.commencement of such proceedings; or (c) the employment of such counsel has been authorized by the Corporation in connection with the defence of such proceeding; and, in any such event, the reasonable fees and expenses of such Indemnified Person’s counsel shall be paid by the Corporation; it being understood, however, that the Corporation shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate law firm (in addition to any local counsel) for all Indemnified Persons unless the Indemnified Persons are required to be represented by separate legal counsel. It is the intention of the Corporation to constitute the Underwriters as trustees for the Indemnified Persons for the purposes of Section 19, Section 20 and Section 21 and the Underwriters agree to accept such trust and to hold and enforce such covenants on behalf of such persons. The Party assuming indemnity obligations of the defense Corporation pursuant to this Section 20 shall be in addition to any liability which the Corporation may otherwise have, shall extend upon the same terms and conditions to those of the Indemnified Persons who are not signatories hereto and shall be binding upon and enure to the benefit of any Third Party Claim shall keep the other Party reasonably informed at all times successors, assigns, heirs and personal representatives of the progress Corporation and development the Indemnified Persons. The provisions of its defense this Section 20 shall survive the completion of and/or compromise efforts with respect to such Third Party Claim and shall furnish the other Party with copies Offering or any termination of all relevant pleadings, correspondence and other papers. In addition, the Parties to this Agreement shall cooperate with each other, and make available to each other and their representatives all available relevant records or other materials required by them for their use in defending, compromising or contesting any Third Party ClaimOffering.

Notice of Indemnity Claim. (a) If In the event that any Indemnified Party receives notice of a Third Party claim ("Claim") is hereafter asserted against or arises with respect to any WCI Indemnitee as to which such Indemnitee may be entitled to indemnification hereunder, the Indemnified Party WCI Indemnitee shall notify the Party required by Shareholders (as applicable collectively, the terms of this Agreement to indemnify the Indemnified Parties "Indemnifying Party") in writing thereof (the “"Claims Notice”") within ten (10) 60 days after (i) receipt of written notice of commencement of any third party litigation against such Indemnified PartyWCI Indemnitee, (ii) receipt by such Indemnified Party WCI Indemnitee of written notice of any Third Party Claim third party claim pursuant to an invoice, notice of claim or assessment, against such Indemnified PartyWCI Indemnitee, or (iii) such Indemnified Party WCI Indemnitee becomes aware of the existence of any other event, event in respect of which indemnification may be sought from the Indemnifying PartyParty (including, without limitation, any inaccuracy of any representation or warranty or breach of any covenant). The Claims Notice shall describe the Third Party Claim and the specific facts and circumstances in reasonable detail, and shall indicate the amount amount, if known, or an estimate, if possible, of Buyer’s or Seller’s Losses, as the case may be losses that has have been or may be incurred or suffered by Buyer or Seller, as the case may beWCI Indemnitee. (b) If The Indemnifying Party may elect to defend any Claim for money damages where the cumulative total of all Claims (including such Claims) do not exceed the limit set forth in Section 10.2 at the time the Claim is made, by the Indemnifying Party's own counsel; provided, however, the Indemnifying Party may assume and undertake the defense of such a third party Claim only upon written agreement by the Indemnifying Party that the Indemnifying Party is obligated to fully indemnify the WCI Indemnitee with respect to such action. The WCI Indemnitee may participate, at the WCI Indemnitee's own expense, in the defense of any Claim assumed by the Indemnifying Party. Without the written approval of the WCI Indemnitee, which approval shall not be unreasonably withheld, the Indemnifying Party shall not agree to any compromise of a Claim defended by the Indemnifying Party. (c) If, within thirty (30) days of the Indemnifying Party's receipt of a Claims Notice, the Indemnifying Party shall not have timely notified provided the Indemnified Party of its election written agreement required by Section 10.3(b) and elected to assume defend the defenseClaim, the Indemnified Party WCI Indemnitee shall have the right to assume control of the defense of such Third Party Claim. If the Indemnifying Party does not elect to assume the defense of any Third Party Claim, it may give written notice to the Indemnified Party of its intent not to do so, in which event the Indemnified Party shall assume control of the defense and/or compromise of such Third Party Claim, subject and the costs and expenses of such defense, including reasonable attorneys' fees, shall be added to the indemnification rights Claim. The Indemnifying Party shall promptly, and in any event within thirty (30) days reimburse the WCI Indemnitee for the costs of defending the Indemnified Party hereunderClaim, including attorneys' fees and expenses. (cd) The Party party assuming the defense of any Third Party Claim shall keep the other Party party reasonably informed at all times of the progress and development of its or their defense of and/or and compromise efforts with respect to such Third Party Claim and shall furnish the other Party party with copies of all relevant pleadings, correspondence and other papers. In addition, the Parties to this Agreement shall cooperate with each other, and make available to each other and their representatives all available relevant records or other materials required by them for their use in defending, compromising or contesting any Third Party Claim.the

Notice of Indemnity Claim. In the event that any claim (a"Claim") If is hereafter asserted against or arises with respect to any Indemnified Party receives notice of a Third Party ClaimPurchaser Indemnitee or Seller Indemnitee (each, an "Indemnitee") as to which such Indemnitee may be entitled to indemnification hereunder, the Indemnified Party Indemnitee shall notify the Party required by party from which indemnification is sought (the terms of this Agreement to indemnify the Indemnified Parties "Indemnifying Party") in writing thereof (the “each, a "Claims Notice”") within ten (10) 60 days after (ia) receipt of written notice of commencement of any third party litigation against or involving such Indemnified Party, Indemnitee (iia "Third Party Claim"); or (b) receipt by such Indemnified Party Indemnitee of written notice of any Third Party Claim pursuant to an invoice, notice of claim or assessment, assessment against such Indemnified PartyIndemnitee; provided, or (iii) that the failure to give the Claim Notice with respect to Third Party Claims within such Indemnified Party becomes aware time period shall not affect the indemnification obligation of the existence Indemnifying Party under this Agreement or otherwise except to the extent that such failure or delay shall have materially affected the ability of any other event, in respect of which indemnification may be sought from the Indemnifying PartyParty to defend such Third Party Claim. The Claims Notice shall describe the Third Party Claim and the specific facts and circumstances in reasonable detail, and shall indicate the amount amount, if known, or an estimate, if possible, of Buyer’s or Seller’s Losses, as the case may be losses that has have been or may be incurred or suffered by Buyer or Sellerthe Indemnitee. The Indemnifying Party may elect to defend by the Indemnifying Party's own counsel (which counsel shall be subject to the reasonable approval of the Indemnitee) any Third Party Claim for money damages where the cumulative total of all Claims (including such Claim) does not exceed the limit set forth in the last sentence of Section 11.3 prior to the time the Claim is made; provided, as however, the case Indemnifying Party may be. (b) If assume and undertake the defense of such a Third Party Claim only upon written agreement by the Indemnifying Party that the Indemnifying Party is obligated to indemnify fully the Indemnitee. The Indemnitee may participate, at the Indemnitee's own expense, in the defense of any Claim assumed by the Indemnifying Party. Without the written approval of the Indemnitee, the Indemnifying Party shall not agree to any compromise of a Claim defended by the Indemnifying Party. If, within 10 days of the Indemnifying Party's receipt of a Claims Notice, the Indemnifying Party shall not have timely notified provided the Indemnified written agreement described in the immediately preceding paragraph and elected to defend the Third Party Claim, or if in the reasonable judgment of its election the Indemnitee the Indemnifying Party fails to assume adequately defend the defenseThird Party Claim, the Indemnified Party Indemnitee shall have the right to assume control of the defense of such Third Party Claim. If the Indemnifying Party does not elect to assume the defense of any Third Party Claim, it may give written notice to the Indemnified Party of its intent not to do so, in which event the Indemnified Party shall assume control of the defense and/or compromise of such Third Party Claim, subject and the costs and expenses of such defense, including reasonable attorneys' fees, shall be added to the indemnification rights Claim. The Indemnifying Party shall promptly, and in any event within 10 days after demand therefor, reimburse the Indemnitee for the costs of defending the Indemnified Party hereunder. (c) Claim, including attorneys' fees and expenses. The Party party assuming the defense of any Third Party Claim shall keep the other Party party reasonably informed at all times of the progress and development of its or their defense of and/or and compromise efforts with respect to such Third Party Claim and shall furnish the other Party party with copies of all relevant pleadings, correspondence and other papers. In addition, the Parties to this Agreement parties shall cooperate with each other, other and make available to each other and their representatives all available relevant records or other materials required by them for their use in defending, compromising or contesting any Third Claim. The failure to timely deliver a Claims Notice or otherwise notify the Indemnifying Party Claimof the commencement of such actions in accordance with this Section 11.5 shall not relieve the Indemnifying Party from the obligation to indemnify hereunder except to the extent that the Indemnifying Party establishes by competent evidence that it has been prejudiced thereby. In the event both the Indemnitee and the Indemnifying Party are named as defendants in an action or proceeding initiated by a third party, they shall both be represented by the same counsel (on whom they shall agree), unless such counsel, the Indemnitee, or the Indemnifying Party shall determine that such counsel may have a conflict of interest in representing both the Indemnitee and the Indemnifying Party in the same action or proceeding and the Indemnitee and the Indemnifying Party do not waive such conflict to the satisfaction of such counsel, in which case, the Indemnifying Party shall pay attorneys' fees to the same extent as provided above for separate counsel for the Indemnitee.

Notice of Indemnity Claim. (a) If In the event that any Indemnified Party receives notice of a Third Party claim ("Claim") is hereafter asserted against any party hereto as to which such party may be entitled to indemnification hereunder, such party (the Indemnified Party "Indemnitee") shall notify the Party party required by the terms of this Agreement to indemnify the Indemnified Parties Indemnitee (the "Indemnifying Party") in writing thereof (the “"Claims Notice”") within ten (10) 30 days after (i) receipt of written notice of commencement of any third party litigation against such Indemnified PartyIndemnitee, (ii) receipt by such Indemnified Party Indemnitee of written notice of any Third Party Claim third party claim pursuant to an invoice, notice of claim or assessment, against such Indemnified PartyIndemnitee, or (iii) such Indemnified Party Indemnitee becomes aware of the existence of any other event, in respect of which indemnification may be sought from the Indemnifying Party, or as to which the Buyer Indemnitee intends to apply or has applied the amount of the Buyer Losses (as defined in Section 5.1 herein) incurred by such Buyer Indemnitee as a result of such event toward reduction of the applicable Deductible Amount. The Claims Notice shall describe the Third Party Claim and the specific facts and circumstances in reasonable detail, and shall indicate the amount amount, if known, or an estimate, if possible, of Buyer’s the Buyer Losses or Seller’s the Company Losses, as the case may be be, that has have been or may be incurred or suffered by the Buyer Indemnitee(s) or Sellerthe Company's Indemnitee(s), as the case may be. (b) If The Indemnifying Party may elect to defend and/or compromise any Claim, at its or his own expense and by its or his own counsel (who shall be reasonably acceptable to the Indemnitee), provided that the Indemnifying Party acknowledges that it or he has an obligation to indemnify the Indemnitee. The Indemnitee may participate, at its or his own expense, in the defense of any Claim assumed by the Indemnifying Party. Without the written approval of the Indemnitee, which approval shall not be unreasonably withheld, the Indemnifying Party shall not agree to any compromise of a Claim defended by the Indemnifying Party which would require the Indemnitee to perform or take any action or to refrain from performing or taking any action, other than the payment of money. (c) If, within 30 days of the Indemnifying Party's receipt of a Claim Notice, the Indemnifying Party shall not have timely notified the Indemnified Party Indemnitee of its or his election to assume the defense, the Indemnified Party Indemnitee shall have the right to assume control of the defense and/or compromise of such Third Party Claim, and the costs and expenses of such defense, including reasonable attorneys' fees, shall be added to the Claim. If the Indemnifying Party Indemnitee does not elect to assume the defense of any Third Party Claim, it or he may give written notice to the Indemnified Indemnifying Party of its or his intent not to do so, in which event the Indemnified Indemnifying Party shall assume control of the defense and/or compromise of such Third Party Claim, subject to the indemnification rights right of the Indemnified Party hereunderIndemnitee to participate, at its or his expense, in the defense against or compromise of such Claim. (cd) The Party party assuming the defense of any Third Party Claim shall keep the other Party party reasonably informed at all times of the progress and development of its or his defense of and/or and compromise efforts with respect to such Third Party Claim and shall furnish the other Party party with copies of all relevant pleadings, correspondence and other papers. In addition, the Parties parties to this Agreement shall cooperate with each other, and make available to each other and their representatives all available relevant records or other materials required by them for their use in defending, compromising or contesting any Third Claim. The failure to timely notify the Indemnifying Party Claimof the commencement of such actions in accordance with this Section 5.4 shall relieve the Indemnifying Party from the obligation to indemnify under Section 5 herein, but only to the extent the Indemnifying Party establishes by competent evidence that it or he is prejudiced thereby.

Notice of Indemnity Claim. (a) If any Indemnified Party receives notice of a Third Party Claim, the The Indemnified Party shall promptly notify the Indemnifying Party required by the terms of this Agreement to indemnify the Indemnified Parties in writing thereof (the “Claims Notice”) within ten (10) days after (i) receipt of written notice of commencement of any third party litigation against such Indemnified Party, (ii) receipt by such Indemnified Party of written notice of any Third Party Claim pursuant to an invoice, notice of claim or assessment, against such Indemnified Party, or (iii) such Indemnified Party becomes aware of the existence of any claim, demand or other eventmatter which could give rise to a right of indemnification pursuant to paragraphs 14 or 15 above. The Indemnifying Party shall have the right, in respect at its and/or their option, and with the consent of which indemnification may be sought from the Indemnifying Indemnified Party as referred to hereinbelow, to compromise or defend, at its and/or their own expense and by its and/or their own counsel, any such matter involving the asserted liability of the Indemnified Party. The Claims Notice shall describe the Third Party Claim and the specific facts and circumstances in reasonable detail, and shall indicate the amount if known, or estimate, if possible, of Buyer’s or Seller’s Losses, as the case may be that has been or may be incurred or suffered by Buyer or Seller, as the case may be. (b) If the Indemnifying Party undertakes to compromise or defend any such asserted liability, it and/or they shall not have timely notified promptly notify the Indemnified Party of its and/or their intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its and/or their counsel in the compromise of, or defense against, any such asserted liability. All costs and expenses incurred in 3 4 connection with such cooperation shall be borne by the Indemnifying Party. If the Indemnifying Party elects not to compromise or defend the asserted liability, fails to notify the Indemnified Party of this election as herein provided or contests his obligations to assume the defenseindemnify under this Agreement, the Indemnified Party shall have the right, but not the obligation to undertake the defense of, and to compromise or settle (exercising reasonable business judgment), the claim or other matter on behalf, for the account, and at the risk, of the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party may not settle or compromise any claim over the objection of the Indemnified Party; provided, however, that consent to settlement or compromise shall not unreasonably be withheld. Nothing contained in this paragraph 16 shall limit the Indemnified Party's right to assume control of participate, at its own expense, in the defense of such Third Party Claim. If the Indemnifying Party does not elect to assume the defense of any Third Party Claim, it may give written notice to the Indemnified Party of its intent not to do so, in which event the Indemnified Party shall assume control of the defense and/or compromise of such Third Party Claim, subject to the indemnification rights of the Indemnified Party hereunderasserted liability. (c) The Party assuming the defense of any Third Party Claim shall keep the other Party reasonably informed at all times of the progress and development of its defense of and/or compromise efforts with respect to such Third Party Claim and shall furnish the other Party with copies of all relevant pleadings, correspondence and other papers. In addition, the Parties to this Agreement shall cooperate with each other, and make available to each other and their representatives all available relevant records or other materials required by them for their use in defending, compromising or contesting any Third Party Claim.

Notice of Indemnity Claim. (a) If In the event that any Indemnified Party receives notice of a Third Party claim ("Claim") is hereafter asserted against or arises with respect to any WCI Indemnitee or Shareholder Indemnitee as to which such WCI Indemnitee or Shareholder Indemnitee (an "Indemnitee") may be entitled to indemnification hereunder, the Indemnified Party Indemnitee shall notify the Party required by Shareholders or WCI (as applicable collectively, the terms of this Agreement to indemnify the Indemnified Parties "Indemnifying Party") in writing thereof (the “"Claims Notice”") within ten (10) 60 days after (i) receipt of written notice of commencement of any third party litigation against such Indemnified PartyIndemnitee, (ii) receipt by such Indemnified Party Indemnitee of written notice of any Third Party Claim third party claim pursuant to an invoice, notice of claim or assessment, against such Indemnified PartyIndemnitee, or (iii) such Indemnified Party Indemnitee becomes aware of the existence of any other event, event in respect of which indemnification may be sought from the Indemnifying PartyParty (including, without limitation, any inaccuracy of any representation or warranty or breach of any covenant). The Claims Notice shall describe the Third Party Claim and the specific facts and circumstances in reasonable detail, and shall indicate the amount if known, or estimate, if possible, of Buyer’s or Seller’s Losses, as the case may be that has been or may be incurred or suffered by Buyer or Seller, as the case may be.50 (b) If The Indemnifying Party may elect to defend any Claim for money damages where the cumulative total of all Claims (including such Claim) do not exceed the limit set forth in Section 10.2(b) at the time the Claim is made, by the Indemnifying Party's own counsel. The Indemnitee may participate, at the Indemnitee's own expense, in the defense of any Claim assumed by the Indemnifying Party. Without the written approval of the Indemnitee, which approval shall not be unreasonably withheld, the Indemnifying Party shall not agree to any compromise of a Claim defended by the Indemnifying Party; provided, however, that if the Indemnitee does not consent to a compromise and the ultimate indemnity obligation of the Indemnifying Party would be greater than the amount of the proposed compromise, the Indemnifying Party's total liability to the Indemnitee under this Section 10 shall be limited to the amount of the proposed compromise and costs through that date. (c) If, within twenty (20) days of the Indemnifying Party's receipt of a Claims Notice, the Indemnifying Party shall not have timely notified elected to defend the Indemnified Party of its election to assume the defenseClaim, the Indemnified Party Indemnitee shall have the right to assume control of the defense of such Third Party Claim. If the Indemnifying Party does not elect to assume the defense of any Third Party Claim, it may give written notice to the Indemnified Party of its intent not to do so, in which event the Indemnified Party shall assume control of the defense and/or compromise of such Third Party Claim, subject and the costs and expenses of such defense, including reasonable attorneys' fees, shall be added to the indemnification rights Claim. The Indemnifying Party shall promptly, and in any event within ten (10) days after demand therefor, reimburse the Indemnitee for the costs of defending the Indemnified Party hereunderClaim, including attorneys' fees and expenses. (cd) The Party party assuming the defense of any Third Party Claim shall keep the other Party party reasonably informed at all times of the progress and development of its or their defense of and/or and compromise efforts with respect to such Third Party Claim and shall furnish the other Party party with copies of all relevant pleadings, correspondence and other papers. In addition, the Parties parties to this Agreement shall cooperate with each other, other and make available to each other and their representatives all available relevant records or other materials required by them for their use in defending, compromising or contesting any Third Claim. If the Claims Notice is given prior to the expiration of the obligations of the Indemnifying Party Claimunder Section 10.2(c), the failure to timely deliver a Claims Notice or otherwise notify the Indemnifying Party of the commencement of such actions in accordance with this Section 10.3 shall not relieve the Indemnifying Party from the obligation to indemnify hereunder except to the extent that the Indemnifying Party establishes by competent evidence that it has been prejudiced thereby. (e) In the event both the Indemnitee and the Indemnifying Party are named as defendants in an action or proceeding initiated by a third party, they shall both be represented by the same counsel (on whom they shall agree), unless such counsel, the Indemnitee, or the Indemnifying Party shall determine that such counsel has a conflict of interest in representing both the Indemnitee and the Indemnifying Party in the same action or proceeding and the Indemnitee and the Indemnifying Party do not waive such conflict to the

Notice of Indemnity Claim. (a) If In the event that any Indemnified Party receives notice of a Third Party Claimclaim ("CLAIM") is hereafter asserted against or arises with respect to any WCI Indemnitee or Shareholder Indemnitee as to which such Indemnitee may be entitled to indemnification hereunder, the Indemnified Party WCI Indemnitee shall notify the Party required by Shareholders and KCI, or the terms of this Agreement to indemnify Shareholder Indemnitee shall notify WCI (as applicable collectively, the Indemnified Parties "INDEMNIFYING PARTY") in writing thereof (the “Claims Notice”"CLAIMS NOTICE") within ten (10) 30 days after (i) receipt of written notice of commencement of any third party litigation against such Indemnified PartyIndemnitee, (ii) receipt by such Indemnified Party Indemnitee of written notice of any Third Party Claim third party claim pursuant to an invoice, notice of claim or assessment, assessment against such Indemnified PartyIndemnitee, or (iii) such Indemnified Party Indemnitee becomes aware of the existence of any other event, event in respect of which indemnification may be sought from the Indemnifying PartyParty (including, without limitation, any inaccuracy of any representation or warranty or breach of any covenant). The Claims Notice shall describe the Third Party Claim and the specific facts and circumstances in reasonable detail, and shall indicate the amount amount, if known, or an estimate, if possible, of Buyer’s or Seller’s Losses, as the case may be losses that has have been or may be incurred or suffered by Buyer or Seller, as the case may beIndemnitee. (b) If The Indemnifying Party may elect to defend any Claim for money damages where the cumulative total of all Claims (including such Claims) does not exceed the limit set forth in Section 10.3(b) at the time the Claim is made by the Indemnifying Party's own counsel. The Indemnitee may participate, at the Indemnitee's own expense, in the defense of any Claim assumed by the Indemnifying Party. (c) If, within thirty (30) days of the Indemnifying Party's receipt of a Claims Notice, the Indemnifying Party shall not have timely notified the Indemnified Party of its election failed to assume the defensedefend a Claim, the Indemnified Party Indemnitee shall have the right to assume control of the defense of such Third Party Claim. If the Indemnifying Party does not elect to assume the defense of any Third Party Claim, it may give written notice to the Indemnified Party of its intent not to do so, in which event the Indemnified Party shall assume control of the defense and/or compromise of such Third Party Claim, subject and the costs and expenses of such defense, including reasonable attorneys' fees, shall be added to the indemnification rights of the Indemnified Party hereunderClaim. (cd) The Party party assuming the defense of any Third Party Claim shall keep the other Party party reasonably informed at all times of the progress and development of its or their defense of and/or and compromise efforts with respect to such Third Party Claim and shall furnish the other Party party with copies of all relevant pleadings, correspondence and other papers. In addition, the Parties parties to this Agreement shall cooperate with each other, other and make available to each other and their representatives all available relevant records or other materials required by them for their use in defending, compromising or contesting any Third Claim. The failure to timely deliver a Claims Notice or otherwise notify the Indemnifying Party Claimof the commencement of such actions in accordance with this Section 10.4 shall not relieve the Indemnifying Party from the obligation to indemnify hereunder except to the extent that the Indemnifying Party establishes by competent evidence that it has been prejudiced thereby. (e) In the event both the Indemnitee and the Indemnifying Party are named as defendants in an action or proceeding initiated by a third party, they shall both be represented by the same counsel (on whom they shall agree), unless such counsel, the Indemnitee, or the Indemnifying Party shall determine that such counsel has a conflict of interest in representing both the Indemnitee and the Indemnifying Party in the same action or proceeding and the Indemnitee and the Indemnifying Party do not waive such conflict to the satisfaction of such counsel.

Notice of Indemnity Claim. (a) If In the event that any Indemnified Party receives notice of a Third Party Claimclaim ("CLAIM") is hereafter asserted against or arises with respect to any Indemnitee as to which such Indemnitee may be entitled to indemnification hereunder, the Indemnified Party WCI Indemnitee shall notify Seller (the Party required by the terms of this Agreement to indemnify the Indemnified Parties "INDEMNIFYING PARTY") in writing thereof (the “Claims Notice”"CLAIMS NOTICE") within ten (10) 60 days after (i) receipt of written notice of commencement of any third party litigation against such Indemnified PartyIndemnitee, (ii) receipt by such Indemnified Party Indemnitee of written notice of any Third Party Claim third party claim pursuant to an invoice, notice of claim or assessment, against such Indemnified PartyIndemnitee, or (iii) such Indemnified Party Indemnitee becomes aware of the existence of any other event, event in respect of which indemnification may be sought from the Indemnifying PartyParty (including, without limitation, any inaccuracy of any representation or warranty or breach of any covenant). The Claims Notice shall describe the Third Party Claim and the specific facts and circumstances in reasonable detail, and shall indicate the amount amount, if known, or an estimate, if possible, of Buyer’s or Seller’s Losses, as the case may be losses that has have been or may be incurred or suffered by Buyer or Seller, as the case may beIndemnitee. (b) If The Indemnifying Party may elect to defend any Claim for money damages where the cumulative total of all Claims (including such Claims) do not exceed the limit set forth in Section 10.2 at the time the Claim is made, by the Indemnifying Party's own counsel; provided, however, the Indemnifying Party may assume and undertake the defense of such a third party Claim only upon written agreement by the Indemnifying Party that the Indemnifying Party is obligated to fully indemnify WCI Indemnitee with respect to such action. WCI Indemnitee may participate, at WCI's Indemnitee's own expense, in the defense of any Claim assumed by the Indemnifying Party. Without the written approval of WCI Indemnitee, which approval shall not be unreasonably withheld, the Indemnifying Party shall not agree to any compromise of a Claim defended by the Indemnifying Party. (c) If, within 30 days of the Indemnifying Party's receipt of a Claims Notice, the Indemnifying Party shall not have timely notified provided the Indemnified Party of its election written agreement required by Section 10.3(b) and elected to assume defend the defenseClaims, the Indemnified Party WCI Indemnitee shall have the right to assume control of the defense of such Third Party Claim. If the Indemnifying Party does not elect to assume the defense of any Third Party Claim, it may give written notice to the Indemnified Party of its intent not to do so, in which event the Indemnified Party shall assume control of the defense and/or compromise of such Third Party Claim, subject and the costs and expenses of such defense, including reasonable attorneys' fees, shall be added to the indemnification rights Claim. The Indemnifying Party shall promptly, and in any event within 30 days reimburse WCI Indemnitee for the costs of defending the Indemnified Party hereunderClaim, including attorneys' fees and expenses. (cd) The Party party assuming the defense of any Third Party Claim shall keep the other Party party reasonably informed at all times of the progress and development of its or their defense of and/or and compromise efforts with respect to such Third Party Claim and shall furnish the other Party party with copies of all relevant pleadings, correspondence and other papers. In addition, the Parties parties to this Agreement shall cooperate with each other, other and make available to each other and their representatives all available relevant records or other materials required by them for their use in defending, compromising or contesting any Third Party Claim.available

Notice of Indemnity Claim. If any claim contemplated by Section 16 shall be asserted against any of the Indemnified Persons in respect of which indemnification is or might reasonably be considered to be provided for in such section, such Indemnified Person shall notify the Corporation as soon as possible of the nature of such claim and the Corporation shall be entitled (but not required) to assume the defence of any suit brought to enforce such claim, provided however, that the defence shall be through legal counsel selected by the Corporation and acceptable to the Indemnified Person, acting reasonably. The Indemnified Person shall have the right to retain its own counsel in any proceeding relating to a claim contemplated by Section 16 if: (a) If any Indemnified Party receives notice of a Third Party Claim, the Indemnified Party shall notify Person has been advised in writing by counsel that there may be an actual or potential conflict in the Party required by the terms of this Agreement to indemnify Corporation’s and the Indemnified Parties Person’s respective interest or there may be a material legal defence available to the Indemnified Person which is different from or additional to a defence available to the Corporation (in writing thereof which case the Corporation shall not have the right to assume the defence of such proceedings on the Indemnified Person’s behalf); (b) the “Claims Notice”) Corporation shall not have undertaken the defence of such proceedings, or indicated its intent to do so, and employed counsel within ten (10) days after (i) receipt of written notice of commencement of any third party litigation against such Indemnified Party, (ii) receipt by such Indemnified Party of written notice of any Third Party Claim pursuant to an invoice, notice of claim or assessment, against such Indemnified Party, or (iii) such Indemnified Party becomes aware of the existence of any other event, in respect of which indemnification may be sought from the Indemnifying Party. The Claims Notice shall describe the Third Party Claim and the specific facts and circumstances in reasonable detail, and shall indicate the amount if known, or estimate, if possible, of Buyer’s or Seller’s Losses, as the case may be that has been or may be incurred or suffered by Buyer or Seller, as the case may be. (b) If the Indemnifying Party shall not have timely notified the Indemnified Party of its election to assume the defense, the Indemnified Party shall have the right to assume control of the defense of such Third Party Claim. If the Indemnifying Party does not elect to assume the defense of any Third Party Claim, it may give written notice to the Indemnified Party of its intent not to do so, in which event the Indemnified Party shall assume control of the defense and/or compromise of such Third Party Claim, subject to the indemnification rights of the Indemnified Party hereunder.proceedings; or (c) The Party assuming the defense employment of such counsel has been authorized by the Corporation in connection with the defence of such proceeding; and, in any such event, the reasonable fees and expenses of such Indemnified Person’s counsel (on a solicitor and his client basis) shall be paid by the Corporation; it being understood, however, that the Corporation shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate law firm (in addition to any local counsel) for all Indemnified Persons. No admission of liability and no settlement of any Third Party Claim proceeding shall keep be made without the other Party reasonably informed at all times consent of the progress and development Indemnified Persons affected, such consent not to be unreasonably withheld or delayed. No admission of its defense liability shall be made by an Indemnified Person without the consent of and/or compromise efforts with respect the Corporation, such consent not to such Third Party Claim and shall furnish the other Party with copies of all relevant pleadings, correspondence and other papers. In addition, the Parties to this Agreement shall cooperate with each otherbe unreasonably withheld or delayed, and make available the Corporation shall not be liable for any settlement or any proceeding made without its consent, such consent not to each other and their representatives all available relevant records be unreasonably withheld or other materials required by them for their use in defending, compromising or contesting any Third Party Claimdelayed.

Notice of Indemnity Claim. (a) If In the event that any Indemnified Party receives notice of a Third Party Claimclaim ("CLAIM") is hereafter asserted against or arises with respect to any WCI Indemnitee as to which such Indemnitee may be entitled to indemnification hereunder, the Indemnified Party WCI Indemnitee shall notify the Party required by Shareholders (as applicable collectively, the terms of this Agreement to indemnify the Indemnified Parties "INDEMNIFYING PARTY") in writing thereof (the “Claims Notice”"CLAIMS NOTICE") within ten (10) 60 days after (i) receipt of written notice of commencement of any third party litigation against such Indemnified PartyWCI Indemnitee, (ii) receipt by such Indemnified Party WCI Indemnitee of written notice of any Third Party Claim third party claim pursuant to an invoice, notice of claim or assessment, against such Indemnified PartyWCI Indemnitee, or (iii) such Indemnified Party WCI Indemnitee becomes aware of the existence of any other event, event in respect of which indemnification may be sought from the Indemnifying PartyParty (including, without limitation, any inaccuracy of any representation or warranty or breach of any covenant). The Claims Notice shall describe the Third Party Claim and the specific facts and circumstances in reasonable detail, and shall indicate the amount amount, if known, or an estimate, if possible, of Buyer’s or Seller’s Losses, as the case may be losses that has have been or may be incurred or suffered by Buyer or Seller, as the case may beWCI Indemnitee. (b) If The Indemnifying Party may elect to defend any Claim for money damages where the cumulative total of all Claims (including such Claims) do not exceed the limit set forth in Section 7.2 at the time the Claim is made, by the Indemnifying Party's own counsel; provided, however, the Indemnifying Party may assume and undertake the defense of such a third party Claim only upon written agreement by the Indemnifying Party that the Indemnifying Party is obligated to fully indemnify the WCI Indemnitee with respect to such action. The WCI Indemnitee may participate, at the WCI Indemnitee's own expense, in the defense of any Claim assumed by the Indemnifying Party. Without the written approval of the WCI Indemnitee, which approval shall not be unreasonably withheld, the Indemnifying Party shall not agree to any compromise of a Claim defended by the Indemnifying Party. (c) If, within thirty (30) days of the Indemnifying Party's receipt of a Claims Notice, the Indemnifying Party shall not have timely notified provided the Indemnified Party of its election written agreement required by Section 7.3(b) and elected to assume defend the defenseClaim, the Indemnified Party WCI Indemnitee shall have the right to assume control of the defense of such Third Party Claim. If the Indemnifying Party does not elect to assume the defense of any Third Party Claim, it may give written notice to the Indemnified Party of its intent not to do so, in which event the Indemnified Party shall assume control of the defense and/or compromise of such Third Party Claim, subject and the costs and expenses of such defense, including reasonable attorneys' fees, shall be added to the indemnification rights Claim. The Indemnifying Party shall promptly, and in any event within thirty (30) days after demand therefor, reimburse the WCI Indemnitee for the costs of defending the Indemnified Party hereunderClaim, including attorneys' fees and expenses. (cd) The Party party assuming the defense of any Third Party Claim shall keep the other Party party reasonably informed at all times of the progress and development of its or their defense of and/or and compromise efforts with respect to such Third Party Claim and shall furnish the other Party party with copies of all relevant pleadings, correspondence and other papers. In addition, the Parties parties to this Agreement shall cooperate with each other, other and make available to each other and their representatives all available relevant records or other materials required by them for their use in defending, compromising or contesting any Third Party Claim.. The failure to timely

Notice of Indemnity Claim. (a) If In the event that any Indemnified Party receives notice of a Third Party Claimclaim ("CLAIM") is hereafter asserted against or arises with respect to any WCI Indemnitee as to which such Indemnitee may be entitled to indemnification hereunder, the Indemnified Party WCI Indemnitee shall notify the Party required by Shareholder (as applicable collectively, the terms of this Agreement to indemnify the Indemnified Parties "INDEMNIFYING PARTY") in writing thereof (the “Claims Notice”"CLAIMS NOTICE") within ten (10) 60 days after (i) receipt of written notice of commencement of any third party litigation against such Indemnified PartyWCI Indemnitee, (ii) receipt by such Indemnified Party WCI Indemnitee of written notice of any Third Party Claim third party claim pursuant to an invoice, notice of claim or assessment, against such Indemnified PartyWCI Indemnitee, or (iii) such Indemnified Party WCI Indemnitee becomes aware of the existence of any other event, event in respect of which indemnification may be sought from the Indemnifying PartyParty (including, without limitation, any inaccuracy of any representation or warranty or breach of any covenant). The Claims Notice shall describe the Third Party Claim and the specific facts and circumstances in reasonable detail, and shall indicate the amount amount, if known, or an estimate, if possible, of Buyer’s or Seller’s Losses, as the case may be losses that has have been or may be incurred or suffered by Buyer or Seller, as the case may beWCI Indemnitee. (b) If The Indemnifying Party may elect to defend any Claim for money damages where the cumulative total of all Claims (including such Claims) do not exceed the limit set forth in Section 10.2 at the time the Claim is made, by the Indemnifying Party's own counsel; provided, however, the Indemnifying Party may assume and undertake the defense of such a third party Claim only upon written agreement by the Indemnifying Party that the Indemnifying Party is obligated to fully indemnify the WCI Indemnitee with respect to such action. The WCI Indemnitee may participate, at the WCI Indemnitee's own expense, in the defense of any Claim assumed by the Indemnifying Party. Without the written approval of the WCI Indemnitee, which approval shall not be unreasonably withheld, the Indemnifying Party shall not agree to any compromise of a Claim defended by the Indemnifying Party. (c) If, within ten (10) days of the Indemnifying Party's receipt of a Claims Notice, the Indemnifying Party shall not have timely notified provided the Indemnified Party of its election written agreement required by Section 10.3(b) and elected to assume defend the defenseClaim, the Indemnified Party WCI Indemnitee shall have the right to assume control of the defense of such Third Party Claim. If the Indemnifying Party does not elect to assume the defense of any Third Party Claim, it may give written notice to the Indemnified Party of its intent not to do so, in which event the Indemnified Party shall assume control of the defense and/or compromise of such Third Party Claim, subject and the costs and expenses of such defense, including reasonable attorneys' fees, shall be added to the indemnification rights Claim. The Indemnifying Party shall promptly, and in any event within ten (10) days after demand therefor, reimburse the WCI Indemnitee for the costs of defending the Indemnified Party hereunderClaim, including attorneys' fees and expenses. (cd) The Party party assuming the defense of any Third Party Claim shall keep the other Party party reasonably informed at all times of the progress and development of its or their defense of and/or and compromise efforts with respect to such Third Party Claim and shall furnish the other Party party with copies of all relevant pleadings, correspondence and other papers. In addition, the Parties parties to this Agreement shall cooperate with each other, other and make available to each other and their representatives all available relevant records or other materials required by them for their use in defending, compromising or contesting any Third Claim. The failure to timely deliver a Claims Notice or otherwise notify the Indemnifying Party Claimof the commencement of such actions in accordance with this Section 10.3 shall not relieve the Indemnifying Party from the obligation to indemnify hereunder but only to the extent that the Indemnifying Party establishes by competent evidence that it has been prejudiced thereby. (e) In the event both the WCI Indemnitee and the Indemnifying Party are named as defendants in an action or proceeding initiated by a third party, they shall both be represented by the same counsel (on whom they shall agree), unless such counsel the WCI Indemnitee, or the Indemnifying Party shall determine that such counsel has a conflict of interest in representing both the WCI Indemnitee and the Indemnifying Party in the same action or proceeding and the WCI Indemnitee and the Indemnifying Party do not waive such conflict to the satisfaction of such counsel.

Notice of Indemnity Claim. (a) If In the event that any Indemnified Party receives notice of a Third Party Claimclaim ("CLAIM") is hereafter asserted against or arises with respect to any WCI Indemnitee as to which such WCI Indemnitee (an "INDEMNITEE") may be entitled to indemnification hereunder, the Indemnified Party Indemnitee shall notify the Party required by Owner (as applicable collectively, the terms of this Agreement to indemnify the Indemnified Parties "INDEMNIFYING PARTY") in writing thereof (the “Claims Notice”"CLAIMS NOTICE") within ten (10) 60 days after (i) receipt of written notice of commencement of any third party litigation against such Indemnified PartyIndemnitee, (ii) receipt by such Indemnified Party Indemnitee of written notice of any Third Party Claim third party claim pursuant to an invoice, notice of claim or assessment, against such Indemnified PartyIndemnitee, or (iii) such Indemnified Party Indemnitee becomes aware of the existence of any other event, event in respect of which indemnification may be sought from the Indemnifying PartyParty (including, without limitation, any inaccuracy of any representation or warranty or breach of any covenant). The Claims Notice shall describe the Third Party Claim and the specific facts and circumstances in reasonable detail, and shall indicate the amount amount, if known, or an estimate, if possible, of Buyer’s or Seller’s Losses, as the case may be losses that has have been or may be incurred or suffered by Buyer the Indemnitee. The failure to timely deliver a Claims Notice or Seller, as otherwise notify the case may beIndemnifying Party of the commencement of such actions in accordance with this Section 10.3 shall not relieve the Indemnifying Party from the obligation to indemnify hereunder except to the extent that the Indemnifying Party establishes by competent evidence that it has been prejudiced thereby. (b) If The Indemnifying Party may elect to defend any Claim for money damages where the cumulative total of all Claims (including such Claims) does not exceed the limit set forth in Section 10.2 at the time the Claim is made, by the Indemnifying Party's own counsel (which counsel shall be subject to the reasonable approval of the Indemnitee); provided, however, the Indemnifying Party may assume and undertake the defense of such a third party Claim only upon written agreement by the Indemnifying Party that the Indemnifying Party is obligated to fully indemnify the WCI Indemnitee. The Indemnitee may participate, at the Indemnitee's own expense, in the defense of any Claim assumed by the Indemnifying Party. Without the written approval of the Indemnitee, which approval shall not be unreasonably withheld, the Indemnifying Party shall not agree to any compromise of a Claim defended by the Indemnifying Party. (c) If, within ten (10) days of the Indemnifying Party's receipt of a Claims Notice, the Indemnifying Party shall not have timely notified elected to defend the Indemnified Party of its election to assume the defenseClaim, the Indemnified Party Indemnitee shall have the right to assume control of the defense of such Third Party Claim. If the Indemnifying Party does not elect to assume the defense of any Third Party Claim, it may give written notice to the Indemnified Party of its intent not to do so, in which event the Indemnified Party shall assume control of the defense and/or compromise of such Third Party Claim, subject and the costs and expenses of such defense, including reasonable attorneys' fees, shall be added to the indemnification rights of the Indemnified Claim. The Indemnifying Party hereunder.shall promptly, and in any event within ten (cd) The Party party assuming the defense of any Third Party Claim shall keep the other Party party reasonably informed at all times of the progress and development of its or their defense of and/or and compromise efforts with respect to such Third Party Claim and shall furnish the other Party party with copies of all relevant pleadings, correspondence and other papers. In addition, the Parties parties to this Agreement shall cooperate with each other, other and make available to each other and their representatives all available relevant records or other materials required by them for their use in defending, compromising or contesting any Third Claim. If the Claims Notice is given prior to the expiration of the obligations of the Indemnifying Party Claimunder Section 10.2(c), the failure to timely deliver a Claims Notice or otherwise notify the Indemnifying Party of the commencement of such actions in accordance with this Section 10.3 shall not relieve the Indemnifying Party from the obligation to indemnify hereunder except to the extent that the Indemnifying Party establishes by competent evidence that it has been prejudiced thereby. (e) In the event both the Indemnitee and the Indemnifying Party are named as defendants in an action or proceeding initiated by a third party, they shall both be represented by the same counsel (on whom they shall agree), unless such counsel the Indemnitee, or the Indemnifying Party shall determine that such counsel has a conflict of interest in representing both the Indemnitee and the Indemnifying Party in the same action or proceeding and the Indemnitee and the Indemnifying Party do not waive such conflict to the satisfaction of such counsel.

Notice of Indemnity Claim. (a) If any Proceeding is brought, instituted or threatened in respect of any Indemnified Party receives which may result in a claim for indemnification under this Agreement, an Indemnified Party shall promptly after receiving notice thereof notify the Corporation of a Third Party Claimthe nature of such claim, in writing, and the Corporation shall be entitled (but not required) to assume conduct of the defence thereof and retain counsel on behalf of the Indemnified Party shall notify who is satisfactory to the Party required by the terms of this Agreement to indemnify the Indemnified Parties in writing thereof (the “Claims Notice”) within ten (10) days after (i) receipt of written notice of commencement of any third party litigation against such Indemnified Party, (ii) receipt by such Indemnified Party of written notice of any Third Party Claim pursuant acting reasonably, to an invoice, notice of claim or assessment, against such Indemnified Party, or (iii) such Indemnified Party becomes aware of the existence of any other event, in respect of which indemnification may be sought from the Indemnifying Party. The Claims Notice shall describe the Third Party Claim and the specific facts and circumstances in reasonable detail, and shall indicate the amount if known, or estimate, if possible, of Buyer’s or Seller’s Losses, as the case may be that has been or may be incurred or suffered by Buyer or Seller, as the case may be. (b) If the Indemnifying Party shall not have timely notified represent the Indemnified Party in such Proceeding and the Corporation shall pay the fees and disbursements of such counsel and all other expenses of the Indemnified Party relating to such Proceeding as incurred. Failure to so notify the Corporation shall not relieve the Corporation from liability except and only to the extent that the failure materially prejudices the Corporation. Except as provided below, upon the Corporation notifying the Indemnified in writing of its election to assume the defensedefence and retaining counsel, the Corporation shall not be liable to the Indemnified Party for any legal expenses subsequently incurred by them in connection with such defence. If the Corporation assumes conduct of the defence for an Indemnified Party, the Indemnified Party shall fully cooperate in the defence including without limitation the provision of documents, appropriate officers and employees to give witness statements, attend examinations for discovery, make affidavits, meet with counsel, testify and divulge all information reasonably required to defend or prosecute the Proceedings. In any such Proceeding, the Indemnified Party shall have the right to assume control of employ separate counsel and to participate in the defense of such Third defence thereof if: (a) the Indemnified Party Claim. If the Indemnifying Party does not elect to assume the defense of any Third Party Claim, it has been advised in writing by counsel that there may give written notice be a reasonable legal defence available to the Indemnified Party which is different from or additional to a defence available to the Corporation or that a conflict of interest exists or reasonably may exist which makes representation by counsel chosen by the Corporation not advisable (in which case the Corporation shall not have the right to assume the defence of such proceedings on the Indemnified Party’s behalf); (b) the Corporation shall not have undertaken the defence of such proceedings, or indicated its intent not to do so, in which event the Indemnified Party shall assume control and employed counsel within ten (10) days after notice of the defense and/or compromise commencement of such Third Party Claim, subject to the indemnification rights of the Indemnified Party hereunder.proceedings; or (c) The the employment of such counsel has been authorized by the Corporation in connection with the defence of such proceeding; and, in any such event, the reasonable fees and expenses of such Indemnified Party’s counsel shall be paid by the Corporation; it being understood, however, that the Corporation shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate law firm (in addition to any local counsel) for all Indemnified Parties. An Indemnified Party assuming shall have the defense right to employ separate counsel and to participate in the defence of any Third Party Claim shall keep the other Party reasonably informed such Proceeding thereof at all times of the progress and development of its defense of and/or compromise efforts with respect to such Third Party Claim and shall furnish the other Party with copies of all relevant pleadings, correspondence and other papers. In addition, the Parties to this Agreement shall cooperate with each other, and make available to each other and their representatives all available relevant records or other materials required by them for their use in defending, compromising or contesting any Third Party Claimown cost.

Notice of Indemnity Claim. (a) If In the event that any Indemnified Party receives notice of a Third Party Claimclaim ("CLAIM") is hereafter asserted against or arises with respect to any Indemnitee as to which such Indemnitee may be entitled to indemnification hereunder, WCI Indemnitee shall notify Sellers (collectively, the Indemnified Party shall notify the Party required by the terms of this Agreement to indemnify the Indemnified Parties "INDEMNIFYING PARTY") in writing thereof (the “Claims Notice”"CLAIMS NOTICE") within ten (10) 60 days after (i) receipt of written notice of commencement of any third party litigation against such Indemnified PartyIndemnitee, (ii) receipt by such Indemnified Party Indemnitee of written notice of any Third Party Claim third party claim pursuant to an invoice, notice of claim or assessment, against such Indemnified PartyIndemnitee, or (iii) such Indemnified Party Indemnitee becomes aware of the existence of any other event, event in respect of which indemnification may be sought from the Indemnifying PartyParty (including, without limitation, any inaccuracy of any representation or warranty or breach of any covenant). The Claims Notice shall describe the Third Party Claim and the specific facts and circumstances in reasonable detail, and shall indicate the amount amount, if known, or an estimate, if possible, of Buyer’s or Seller’s Losses, as the case may be losses that has have been or may be incurred or suffered by Buyer or Seller, as the case may beIndemnitee. (b) If The Indemnifying Party may elect to defend any Claim for money damages where the cumulative total of all Claims (including such Claims) do not exceed the limit set forth in Section 7.2 at the time the Claim is made, by the Indemnifying Party's own counsel; provided, however, the Indemnifying Party may assume and undertake the defense of such a third party Claim only upon written agreement by the Indemnifying Party that the Indemnifying Party is obligated to fully indemnify WCI Indemnitee with respect to such action. WCI Indemnitee may participate, at WCI's Indemnitee's own expense, in the defense of any Claim assumed by the Indemnifying Party. Without the written approval of WCI Indemnitee, which approval shall not be unreasonably withheld, the Indemnifying Party shall not agree to any compromise of a Claim defended by the Indemnifying Party. (c) If, within 30 days of the Indemnifying Party's receipt of a Claims Notice, the Indemnifying Party shall not have timely notified provided the Indemnified Party of its election written agreement required by Section 7.3(b) and elected to assume defend the defenseClaims, the Indemnified Party WCI Indemnitee shall have the right to assume control of the defense of such Third Party Claim. If the Indemnifying Party does not elect to assume the defense of any Third Party Claim, it may give written notice to the Indemnified Party of its intent not to do so, in which event the Indemnified Party shall assume control of the defense and/or compromise of such Third Party Claim, subject and the costs and expenses of such defense, including reasonable attorneys' fees, shall be added to the indemnification rights of the Indemnified Claim. The Indemnifying Party hereunder. (c) The Party assuming the defense of any Third Party Claim shall keep the other Party reasonably informed at all times of the progress and development of its defense of and/or compromise efforts with respect to such Third Party Claim and shall furnish the other Party with copies of all relevant pleadings, correspondence and other papers. In addition, the Parties to this Agreement shall cooperate with each otherpromptly, and make available to each other and their representatives all available relevant records or other materials required by them for their use in defending, compromising or contesting any Third Party Claim.event within 30 days reimburse

Notice of Indemnity Claim. (a) If In the event that any Indemnified Party receives notice of a Third Party claim ("Claim") is hereafter asserted against or arises with respect to any United Indemnitee as to which such Indemnitee may be entitled to indemnification hereunder, the Indemnified Party United Indemnitee shall notify the Party required by Shareholders (collectively, the terms of this Agreement to indemnify the Indemnified Parties "Indemnifying Party") in writing thereof (the “"Claims Notice”") within ten (10) 60 days after (i) receipt of written notice of commencement of any third party litigation against such Indemnified PartyUnited Indemnitee, (ii) receipt by such Indemnified Party United Indemnitee of written notice of any Third Party Claim third party claim pursuant to an invoice, notice of claim or assessment, against such Indemnified PartyUnited Indemnitee, or (iii) such Indemnified Party United Indemnitee becomes aware of the existence of any other event, event in respect of which indemnification may be sought from the Indemnifying PartyParty (including, without limitation, any inaccuracy of any representation or warranty or breach of any covenant). The Claims Notice shall describe the Third Party Claim and the specific facts and circumstances in reasonable detail, and shall indicate the amount amount, if known, or an estimate, if possible, of Buyer’s or Seller’s Losses, as the case may be losses that has have been or may be incurred or suffered by Buyer or Seller, as the case may beUnited Indemnitee. (b) If The Indemnifying Party may elect to defend any Claim for money damages where the cumulative total of all Claims (including such Claims) do not exceed the limit set forth in Section 7.2 at the time the Claim is made, by the Indemnifying Party's own counsel; provided, however, the Indemnifying Party may assume and undertake the defense of such a third party Claim only upon written agreement by the Indemnifying Party that the Indemnifying Party is obligated to fully indemnify the United Indemnitee with respect to such action. The United Indemnitee may participate, at the United Indemnitee's own expense, in the defense of any Claim assumed by the Indemnifying Party. Without the written approval of the United Indemnitee, which approval shall not be unreasonably withheld, the Indemnifying Party shall not agree to any compromise of a Claim defended by the Indemnifying Party. (c) If, within 30 days of the Indemnifying Party's receipt of a Claims Notice, the Indemnifying Party shall not have timely notified provided the Indemnified Party of its election to assume the defense, the Indemnified Party shall have the right to assume control of the defense of such Third Party Claim. If the Indemnifying Party does not elect to assume the defense of any Third Party Claim, it may give written notice to the Indemnified Party of its intent not to do so, in which event the Indemnified Party shall assume control of the defense and/or compromise of such Third Party Claim, subject to the indemnification rights of the Indemnified Party hereunder. (c) The Party assuming the defense of any Third Party Claim shall keep the other Party reasonably informed at all times of the progress and development of its defense of and/or compromise efforts with respect to such Third Party Claim and shall furnish the other Party with copies of all relevant pleadings, correspondence and other papers. In addition, the Parties to this Agreement shall cooperate with each other, and make available to each other and their representatives all available relevant records or other materials agreement required by them for their use in defending, compromising or contesting any Third Party Claim.Section

Notice of Indemnity Claim. (a) If In the event that any Indemnified Party receives notice of a Third Party Claimclaim ("CLAIM") is hereafter asserted against or arises with respect to any Indemnitee as to which such Indemnitee may be entitled to indemnification hereunder, WCI Indemnitee shall notify Seller and the Shareholders (collectively, the Indemnified Party shall notify the Party required by the terms of this Agreement to indemnify the Indemnified Parties "INDEMNIFYING PARTY") in writing thereof (the “Claims Notice”"CLAIMS NOTICE") within ten (10) 60 days after (i) receipt of written notice of commencement of any third party litigation against such Indemnified PartyIndemnitee, (ii) receipt by such Indemnified Party Indemnitee of written notice of any Third Party Claim third party claim pursuant to an invoice, notice of claim or assessment, against such Indemnified PartyIndemnitee, or (iii) such Indemnified Party Indemnitee becomes aware of the existence of any other event, event in respect of which indemnification may be sought from the Indemnifying PartyParty (including, without limitation, any inaccuracy of any representation or warranty or breach of any covenant). The Claims Notice shall describe the Third Party Claim and the specific facts and circumstances in reasonable detail, and shall indicate the amount amount, if known, or an estimate, if possible, of Buyer’s or Seller’s Losses, as the case may be losses that has have been or may be incurred or suffered by Buyer or Seller, as the case may beIndemnitee. (b) If The Indemnifying Party may elect to defend any Claim for money damages where the cumulative total of all Claims (including such Claims) do not exceed the limit set forth in Section 10.2 at the time the Claim is made, by the Indemnifying Party's own counsel; provided, however, the Indemnifying Party may assume and undertake the defense of such a third party Claim only upon written agreement by the Indemnifying Party that the Indemnifying Party is obligated to fully indemnify WCI Indemnitee with respect to such action. WCI Indemnitee may participate, at WCI's Indemnitee's own expense, in the defense of any Claim assumed by the Indemnifying Party. Without the written approval of WCI Indemnitee, which approval shall not be unreasonably withheld, the Indemnifying Party shall not agree to any compromise of a Claim defended by the Indemnifying Party. (c) If, within 30 days of the Indemnifying Party's receipt of a Claims Notice, the Indemnifying Party shall not have timely notified provided the Indemnified Party of its election written agreement required by Section 10.3(b) and elected to assume defend the defenseClaims, the Indemnified Party WCI Indemnitee shall have the right to assume control of the defense of such Third Party Claim. If the Indemnifying Party does not elect to assume the defense of any Third Party Claim, it may give written notice to the Indemnified Party of its intent not to do so, in which event the Indemnified Party shall assume control of the defense and/or compromise of such Third Party Claim, subject to and the indemnification rights costs and expenses of the Indemnified Party hereunder. (c) The Party assuming the defense of any Third Party Claim such defense, including reasonable attorneys' fees, shall keep the other Party reasonably informed at all times of the progress and development of its defense of and/or compromise efforts with respect to such Third Party Claim and shall furnish the other Party with copies of all relevant pleadings, correspondence and other papers. In addition, the Parties to this Agreement shall cooperate with each other, and make available to each other and their representatives all available relevant records or other materials required by them for their use in defending, compromising or contesting any Third Party Claim.be added

Notice of Indemnity Claim. (a) If In the event that any Indemnified Party receives notice of a Third Party claim (“Claim”) is hereafter asserted against or arises with respect to, as applicable, any WCI Indemnitee or Shareholder Indemnitee (each, an “Indemnitee”) as to which an Indemnitee may be entitled to indemnification hereunder, the Indemnified Party Indemnitee shall notify (i) the Party required by Shareholders’ Representatives, if the terms of this Agreement to indemnify Indemnitee is a WCI Indemnitee, or (ii) WCI, if the Indemnified Parties Indemnitee is a Shareholder Indemnitee (each, an “Indemnifying Party”), in writing thereof (the “Claims Notice”) within ten sixty (1060) days after (i) receipt of written notice of commencement of any third party litigation against such Indemnified Party, the Indemnitee (a “Third Party Claim”); (ii) receipt by such Indemnified Party the Indemnitee of written notice of any Third Party Claim pursuant to an invoice, notice of claim or assessment, assessment against such Indemnified Party, the Indemnitee; or (iii) such Indemnified Party the Indemnitee becomes aware of the existence of any other event, event in respect of which indemnification may be sought from the Indemnifying PartyParty (including any inaccuracy of any representation or warranty or breach of any covenant). The Claims Notice shall describe the Third Party Claim and the specific facts and circumstances in reasonable detail, and shall indicate the amount amount, if known, or an estimate, if possible, of Buyer’s or Seller’s Losses, as the case may be losses that has have been or may be incurred or suffered by Buyer the Indemnitee. The failure to timely deliver a Claims Notice pursuant to this Section 10.5(a) or Sellerotherwise notify the Indemnifying Party of the commencement of such actions in accordance with the terms hereof shall not relieve the Indemnifying Party from the obligation to indemnify hereunder, as subject to the case may belimitations set forth in Section 10.4, except to the extent that the Indemnifying Party establishes by competent evidence that it has been prejudiced thereby. (b) If the The Indemnifying Party shall not have timely notified the Indemnified Party of its election to assume the defense, the Indemnified Party shall have the right to assume control of the defense of such Third Party Claim. If the Indemnifying Party does not elect to assume the defense of any Third Party Claim with the Indemnifying Party’s own counsel (which counsel shall be reasonably satisfactory to the Indemnitee) if the Indemnifying Party provides written notice of its election to assume such defense within thirty (30) days after the Indemnifying Party has received a Claims Notice with respect to such Third Party Claim and such Third Party Claim is solely for money damages and the cumulative total of all Claims (including such Claim) does not exceed the Indemnity Cap at the time the Claim is made; provided, however, the Indemnifying Party must conduct the defense of the Third Party Claim actively and diligently in order to preserve the Indemnifying Party’s rights and rights of the Indemnitee. The Indemnitee may participate, at the Indemnitee’s own expense, in the defense of any Claim assumed by the Indemnifying Party. (c) If, within thirty (30) days of the Indemnifying Party’s receipt of a Claims Notice, the Indemnifying Party shall not have elected to defend the Third Party Claim or if the Indemnifying Party fails to diligently defend the Third Party Claim, it may give written notice the Indemnitee shall have the right to the Indemnified Party of its intent not to do so, in which event the Indemnified Party shall assume control of the defense and/or compromise of such Third Party Claim subject to Section 10.5(f), and the costs and expenses of such defense, including reasonable attorneys’ fees, shall be added to the Claim. The Indemnifying Party shall promptly, and in any event within thirty (30) days after demand therefor, reimburse the Indemnitee for the costs of defending the Third Party Claim, subject to the indemnification rights of the Indemnified Party hereunder.including reasonable attorneys’ fees and expenses. Stock Purchase Agreement Xxxxxx Valley Waste Holding, Inc. (cd) The Party party assuming the defense of any Third Party Claim shall keep the other Party party reasonably informed at all times of the progress and development of its or their defense of and/or and compromise efforts with respect to such Third Party Claim and shall furnish the other Party party with copies of all relevant pleadings, correspondence and other papers. In addition, the Parties parties to this Agreement shall cooperate with each other, other and make available to each other and their representatives all available relevant records or other materials required by them for their use in defending, compromising or contesting any Claim. The failure to timely deliver a Claims Notice or otherwise notify the Indemnifying Party of the commencement of such actions in accordance with this Section 10.5 shall not relieve the Indemnifying Party from the obligation to indemnify hereunder except to the extent that the Indemnifying Party establishes by competent evidence that it has been prejudiced thereby. (e) If the Indemnified Person undertakes the investigation and defense of a Third Party Claim, the Indemnifying Party will not be bound by any determination of the Third Party Claim or any compromise or settlement of the Third Party Claim effected without the consent of the Indemnifying Party (which consent may not be unreasonably withheld, conditioned or delayed). (f) The Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third-Party Claim without the prior consent of the Indemnitee (which consent shall not be unreasonably withheld or delayed) unless the judgment or proposed settlement (i) includes an unconditional release of all liability of each Indemnitee with respect to such Third Party Claim, and (ii) involves only the payment of money damages by the Indemnifying Party and does not impose an injunction or other equitable relief upon the Indemnitee or impose any restrictions on the operation of the business of the Indemnitee or Affiliates of the Indemnitee. So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 10.5(b) above, the Indemnitee will not consent to the entry of any judgment or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed by the Indemnifying Party). (g) In the event both the Indemnitee and the Indemnifying Party are named as defendants in a Third Party Claim, they shall both be represented by the same counsel (on whom they shall agree), unless such counsel, the Indemnitee or the Indemnifying Party shall determine that such counsel has a conflict of interest in representing both the Indemnitee and the Indemnifying Party in the same action or proceeding and the Indemnitee and the Indemnifying Party do not waive such conflict to the satisfaction of such counsel. (h) A Claims Notice delivered to the Shareholders’ Representative shall be deemed delivered to each Shareholder, and actions required to be taken by any Shareholder in its, his or her capacity as an Indemnifying Party shall be taken by the Shareholders’ Representatives on behalf of the Indemnifying Party. Stock Purchase Agreement Xxxxxx Valley Waste Holding, Inc.

Notice of Indemnity Claim. (a) If In the event that any Indemnified Party receives notice of a Third Party Claimclaim ("CLAIM") is hereafter asserted against or arises with respect to any WCI Indemnitee as to which such Indemnitee may be entitled to indemnification hereunder, the Indemnified Party WCI Indemnitee shall notify the Party required by Shareholders (as applicable collectively, the terms of this Agreement to indemnify the Indemnified Parties "INDEMNIFYING PARTY") in writing thereof (the “Claims Notice”"CLAIMS NOTICE") within ten (10) 60 days after (i) receipt of written notice of commencement of any third party litigation against such Indemnified PartyWCI Indemnitee, (ii) receipt by such Indemnified Party WCI Indemnitee of written notice of any Third Party Claim third party claim pursuant to an invoice, notice of claim or assessment, against such Indemnified PartyWCI Indemnitee, or (iii) such Indemnified Party WCI Indemnitee becomes aware of the existence of any other event, event in respect of which indemnification may be sought from the Indemnifying PartyParty (including, without limitation, any inaccuracy of any representation or warranty or breach of any covenant). The Claims Notice shall describe the Third Party Claim and the specific facts and circumstances in reasonable detail, and shall indicate the amount amount, if known, or an estimate, if possible, of Buyer’s or Seller’s Losses, as the case may be losses that has have been or may be incurred or suffered by Buyer or Seller, as the case may beWCI Indemnitee. (b) If The Indemnifying Party may elect to defend any Claim for money damages where the cumulative total of all Claims (including such Claims) do not exceed the limit set forth in Section 7.2(b) at the time the Claim is made, by the Indemnifying Party's own counsel; provided, however, the Indemnifying Party may assume and undertake the defense of such a third party Claim only upon written agreement by the Indemnifying Party that the Indemnifying Party is obligated to fully indemnify the WCI Indemnitee with respect to such action. The WCI Indemnitee may participate, at the WCI Indemnitee's own expense, in the defense of any Claim assumed by the Indemnifying Party. Without the written approval of the WCI Indemnitee, which approval shall not be unreasonably withheld, the Indemnifying Party shall not agree to any compromise of a Claim defended by the Indemnifying Party. (c) If, within thirty (30) days of the Indemnifying Party's receipt of a Claims Notice, the Indemnifying Party shall not have timely notified provided the Indemnified Party of its election written agreement required by Section 7.3(b) and elected to assume defend the defenseClaim, the Indemnified Party WCI Indemnitee shall have the right to assume control of the defense of such Third Party Claim. If the Indemnifying Party does not elect to assume the defense of any Third Party Claim, it may give written notice to the Indemnified Party of its intent not to do so, in which event the Indemnified Party shall assume control of the defense and/or compromise of such Third Party Claim, subject and the costs and expenses of such defense, including reasonable attorneys' fees, shall be added to the indemnification rights Claim. The Indemnifying Party shall promptly, and in any event within thirty (30) days after demand therefor, reimburse the WCI Indemnitee for the costs of defending the Indemnified Party hereunderClaim, including attorneys' fees and expenses. (cd) The Party party assuming the defense of any Third Party Claim shall keep the other Party party reasonably informed at all times of the progress and development of its or their defense of and/or and compromise efforts with respect to such Third Party Claim and shall furnish the other Party party with copies of all relevant pleadings, correspondence and other papers. In addition, the Parties parties to this Agreement shall cooperate with each other, other and make available to each other and their representatives all available relevant records or other materials required by them for their use in defending, compromising or contesting any Third Party Claim.. The failure to timely

Notice of Indemnity Claim. (a) If In the event that any Indemnified Party receives notice of a Third Party Claimclaim ("CLAIM") is hereafter asserted against or arises with respect to any WCI Indemnitee as to which such Indemnitee may be entitled to indemnification hereunder, the Indemnified Party WCI Indemnitee shall notify the Party required by Shareholders (as applicable collectively, the terms of this Agreement to indemnify the Indemnified Parties "INDEMNIFYING PARTY") in writing thereof (the “Claims Notice”"CLAIMS NOTICE") within ten (10) 60 days after (i) receipt of written notice of commencement of any third party litigation against such Indemnified PartyWCI Indemnitee, (ii) receipt by such Indemnified Party WCI Indemnitee of written notice of any Third Party Claim third party claim pursuant to an invoice, notice of claim or assessment, against such Indemnified PartyWCI Indemnitee, or (iii) such Indemnified Party WCI Indemnitee becomes aware of the existence of any other event, event in respect of which indemnification may be sought from the Indemnifying PartyParty (including, without limitation, any inaccuracy of any representation or warranty or breach of any covenant). The Claims Notice shall describe the Third Party Claim and the specific facts and circumstances in reasonable detail, and shall indicate the amount amount, if known, or an estimate, if possible, of Buyer’s or Seller’s Losses, as the case may be losses that has have been or may be incurred or suffered by Buyer or Seller, as the case may beWCI Indemnitee. (b) If The Indemnifying Party may elect to defend any Claim for money damages where the cumulative total of all Claims (including such Claims) do not exceed the limit set forth in Section 10.2 at the time the Claim is made, by the Indemnifying Party's own counsel; provided, however, the Indemnifying Party may assume and undertake the defense of such a third party Claim only upon written agreement by the Indemnifying Party that the Indemnifying Party is obligated to fully indemnify the WCI Indemnitee with respect to such action. The WCI Indemnitee may participate, at the WCI Indemnitee's own expense, in the defense of any Claim assumed by the Indemnifying Party. Without the written approval of the WCI Indemnitee, which approval shall not be unreasonably withheld, the Indemnifying Party shall not agree to any compromise of a Claim defended by the Indemnifying Party. (c) If, within thirty (30) days of the Indemnifying Party's receipt of a Claims Notice, the Indemnifying Party shall not have timely notified provided the Indemnified Party of its election written agreement required by Section 10.3(b) and elected to assume defend the defenseClaim, the Indemnified Party WCI Indemnitee shall have the right to assume control of the defense of such Third Party Claim. If the Indemnifying Party does not elect to assume the defense of any Third Party Claim, it may give written notice to the Indemnified Party of its intent not to do so, in which event the Indemnified Party shall assume control of the defense and/or compromise of such Third Party Claim, subject and the costs and expenses of such defense, including reasonable attorneys' fees, shall be added to the indemnification rights Claim to the extent provided under Nebraska law. The Indemnifying Party shall promptly, and in any event within thirty (30) days after demand therefor, reimburse the WCI Indemnitee for the costs of defending the Indemnified Party hereunderClaim, including attorneys' fees and expenses. (cd) The Party party assuming the defense of any Third Party Claim shall keep the other Party party reasonably informed at all times of the progress and development of its or their defense of and/or and compromise efforts with respect to such Third Party Claim and shall furnish the other Party party with copies of all relevant pleadings, correspondence and other papers. In addition, the Parties parties to this Agreement shall cooperate with each other, other and make available to each other and their representatives all available relevant records or other materials required by them for their use in defending, compromising or contesting any Third Claim. The failure to timely deliver a Claims Notice or otherwise notify the Indemnifying Party Claimof the commencement of such actions in accordance with this Section 10.3 shall not relieve the Indemnifying Party from the obligation to indemnify hereunder but only to the extent that the Indemnifying Party establishes by competent evidence that it has been prejudiced thereby. (e) In the event both the WCI Indemnitee and the Indemnifying Party are named as defendants in an action or proceeding initiated by a third party, they shall both be represented by the same counsel (on whom they shall agree), unless such counsel the WCI Indemnitee, or the Indemnifying Party shall determine that such counsel has a conflict of interest in representing both the WCI Indemnitee and the Indemnifying Party in the same action or proceeding and the WCI Indemnitee and the Indemnifying Party do not waive such conflict to the satisfaction of such counsel.

Notice of Indemnity Claim. (aA) If In the event that any Indemnified Party receives notice of a Third Party claim ("Claim") is hereafter asserted against any party hereto as to which such party may be entitled to indemnifi- cation hereunder, such party (the Indemnified Party "Indemnitee") shall notify the Party party required by the terms of this Agreement to indemnify the Indemnified Parties Indem- xxxxx (the "Indemnifying Party") in writing thereof (the “"Claims Notice”") within ten (10) 30 days after (i) receipt of written notice of commencement com- mencement of any third party litigation against such Indemnified PartyIndemnitee, (ii) receipt by such Indemnified Party Indemnitee of written notice of any Third Party Claim third party claim pursuant to an invoice, notice of claim or assessment, against such Indemnified PartyIndemnitee, or (iii) such Indemnified Party Indemnitee becomes aware of the existence exis- tence of any other event, in respect of which indemnification may be sought from the Indemnifying Party. The Claims Notice shall describe the Third Party Claim and the specific facts and circumstances in reasonable detailde- tail, and shall indicate the amount amount, if known, or an estimate, if possible, of Buyer’s the Dynamic Losses or Seller’s the Company's Losses, as the case may be be, that has have been or may be incurred or suffered by Buyer the Dynamic Indemnitee(s) or Sellerthe Company's Indemnitee(s), as the case may be. (bB) If The Indemnifying Party may elect to defend and/or compromise any Claim, at its own or his own expense and by its or his own counsel (who shall be reasonably acceptable to the Indemnitee), provided that the Indemnifying Party acknowledges that it or he has an obligation to indemnify the Indemnitee. The Indemnitee may participate, at its or his own expense, in the defense of any Claim assumed by the Indem- nifying Party. Without the written approval of the Indemnitee, which approval shall not be unreasonably withheld, the Indemnifying Party shall not agree to compromise of a Claim defended by the Indemnifying Party which would require the Indemnitee to perform or take any action or to refrain from performing or taking any action, other than the payment of money. (C) If, within 30 days of the Indemnifying Party's receipt of a Claim Notice, the Indemnifying Party shall not have timely notified the Indemnified Party Indemnitee of its or his election to assume the defense, the Indemnified Party Indemnitee shall have the right to assume control of the defense and/or compromise of such Third Party Claim, and the costs and expenses of such defense, including reasonable attorneys' fees, shall be added to the Claim. If the Indemnifying Party Indemnitee does not elect to assume the defense of any Third Party Claim, it or he may give written notice to the Indemnified Indemnifying Party of its or his intent not to do so, in which event the Indemnified Indemnifying Party shall assume control of the defense and/or compromise of such Third Party Claim, subject sub- ject to the indemnification rights right of the Indemnified Party hereunderIndemnitee to participate, at its or his expense, in the defense against or compromise of such Claim. (cD) The Party party assuming the defense of any Third Party Claim shall keep the other Party party reasonably informed at all times of the progress and development develop- ment of its or his defense of and/or and compromise efforts with respect to such Third Party Claim and shall furnish the other Party party with copies of all relevant rele- vant pleadings, correspondence and other papers. In addition, the Parties parties to this Agreement shall cooperate with each other, and make available to each other and their representatives all available relevant rele- vant records or other materials required by them for their use in defending, compromising or contesting any Third Claim. The failure to timely notify the Indemnifying Party Claimof the commencement of such ac- tions in accordance with this Section 5.4 shall relieve the Indemni- fying Party from the obligation to indemnify under Section 5 herein, but only to the extent the Indemnifying Party establishes by compe- tent evidence that it or he is prejudiced thereby.

Notice of Indemnity Claim. (a) If In the event that any Indemnified Party receives notice of a Third Party Claimclaim ("CLAIM") is hereafter asserted against or arises with respect to any WCI Indemnitee as to which such Indemnitee may be entitled to indemnification hereunder, the Indemnified Party WCI Indemnitee shall notify the Party required by Shareholder (the terms of this Agreement to indemnify the Indemnified Parties "INDEMNIFYING PARTY") in writing thereof (the “Claims Notice”"CLAIMS NOTICE") within ten (10) 60 days after (i) receipt of written notice of commencement of any third party litigation against such Indemnified PartyWCI Indemnitee, (ii) receipt by such Indemnified Party WCI Indemnitee of written notice of any Third Party Claim third party claim pursuant to an invoice, notice of claim or assessment, against such Indemnified PartyWCI Indemnitee, or (iii) such Indemnified Party WCI Indemnitee becomes aware of the existence of any other event, event in respect of which indemnification may be sought from the Indemnifying PartyParty (including, without limitation, any inaccuracy of any representation or warranty or breach of any covenant). The Claims Notice shall describe the Third Party Claim and the specific facts and circumstances in reasonable detail, and shall indicate the amount amount, if known, or an estimate, if possible, of Buyer’s or Seller’s Losses, as the case may be losses that has have been or may be incurred or suffered by Buyer or Seller, as the case may beWCI Indemnitee. (b) If The Indemnifying Party may elect to defend any Claim for money damages where the cumulative total of all Claims (including such Claims) do not exceed the limit set forth in Section 10.2 at the time the Claim is made, by the Indemnifying Party's own counsel; provided, however, the Indemnifying Party shall not have timely notified the Indemnified Party of its election to may assume the defense, the Indemnified Party shall have the right to assume control of and undertake the defense of such Third Party Claim. If a third party Claim only upon written agreement by the Indemnifying Party does not elect to assume the defense of any Third Party Claim, it may give written notice to the Indemnified Party of its intent not to do so, in which event the Indemnified Party shall assume control of the defense and/or compromise of such Third Party Claim, subject to the indemnification rights of the Indemnified Party hereunder. (c) The Party assuming the defense of any Third Party Claim shall keep the other Party reasonably informed at all times of the progress and development of its defense of and/or compromise efforts with respect to such Third Party Claim and shall furnish the other Party with copies of all relevant pleadings, correspondence and other papers. In addition, the Parties to this Agreement shall cooperate with each other, and make available to each other and their representatives all available relevant records or other materials required by them for their use in defending, compromising or contesting any Third Party Claim.that the

Notice of Indemnity Claim. (a) If In the event that any Indemnified Party receives notice of a Third Party Claimclaim ("CLAIM") is hereafter asserted against or arises with respect to any WCI Indemnitee as to which such Indemnitee may be entitled to indemnification hereunder, the Indemnified Party WCI Indemnitee shall notify the Party required by Shareholders (as applicable collectively, the terms of this Agreement to indemnify the Indemnified Parties "INDEMNIFYING PARTY") in writing thereof (the “Claims Notice”"CLAIMS NOTICE") within ten (10) 60 days after (i) receipt of written notice of commencement of any third party litigation against such Indemnified PartyWCI Indemnitee, (ii) receipt by such Indemnified Party WCI Indemnitee of written notice of any Third Party Claim third party claim pursuant to an invoice, notice of claim or assessment, assessment against such Indemnified PartyWCI Indemnitee, or (iii) such Indemnified Party WCI Indemnitee becomes aware of the existence of any other event, event in respect of which indemnification may be sought from the Indemnifying PartyParty (including, without limitation, any inaccuracy of any representation or warranty or breach of any covenant). The Claims Notice shall describe the Third Party Claim and the specific facts and circumstances in reasonable detail, and shall indicate the amount amount, if known, or an estimate, if possible, of Buyer’s or Seller’s Losses, as the case may be losses that has have been or may be incurred or suffered by Buyer or Seller, as the case may beWCI Indemnitee. (b) If The Indemnifying Party may elect to defend any Claim for money damages where the cumulative total of all Claims (including such Claims) does not exceed the limit set forth in Section 10.2 at the time the Claim is made by the Indemnifying Party's own counsel; provided, however, the Indemnifying Party may assume and undertake the defense of such a third party Claim only upon written agreement by the Indemnifying Party that the Indemnifying Party is obligated to fully indemnify the WCI Indemnitee with respect to such action. The WCI Indemnitee may participate, at the WCI Indemnitee's own expense, in the defense of any Claim assumed by the Indemnifying Party. Without the written approval of the WCI Indemnitee, which approval shall not be unreasonably withheld, the Indemnifying Party shall not agree to any compromise of a Claim defended by the Indemnifying Party. (c) If, within ten (10) days of the Indemnifying Party's receipt of a Claims Notice, the Indemnifying Party shall not have timely notified provided the Indemnified Party of its election written agreement required by Section 10.3(b) and elected to assume defend the defenseClaim, the Indemnified Party WCI Indemnitee shall have the right to assume control of the defense of such Third Party Claim. If the Indemnifying Party does not elect to assume the defense of any Third Party Claim, it may give written notice to the Indemnified Party of its intent not to do so, in which event the Indemnified Party shall assume control of the defense and/or compromise of such Third Party Claim, subject and the costs and expenses of such defense, including reasonable attorneys' fees, shall be added to the indemnification rights Claim. The Indemnifying Party shall promptly, and in any event within ten (10) days after demand therefor, reimburse the WCI Indemnitee for the costs of defending the Indemnified Party hereunderClaim, including attorneys' fees and expenses. (cd) The Party party assuming the defense of any Third Party Claim shall keep the other Party party reasonably informed at all times of the progress and development of its or their defense of and/or and compromise efforts with respect to such Third Party Claim and shall furnish the other Party party with copies of all relevant pleadings, correspondence and other papers. In addition, the Parties parties to this Agreement shall cooperate with each other, other and make available to each other and their representatives all available relevant records or other materials required by them for their use in defending, compromising or contesting any Third Claim. The failure to timely deliver a Claims Notice or otherwise notify the Indemnifying Party Claimof the commencement of such actions in accordance with this Section 10.3 shall not relieve the Indemnifying Party from the obligation to indemnify hereunder except to the extent that the Indemnifying Party establishes by competent evidence that it has been prejudiced thereby. (e) In the event both the WCI Indemnitee and the Indemnifying Party are named as defendants in an action or proceeding initiated by a third party, they shall both be represented by the same counsel (on whom they shall agree), unless such counsel, the WCI Indemnitee, or the Indemnifying Party shall determine that such counsel has a conflict of interest in representing both the WCI Indemnitee and the Indemnifying Party in the same action or proceeding and the WCI Indemnitee and the Indemnifying Party do not waive such conflict to the satisfaction of such counsel.

Notice of Indemnity Claim. (a) If any Proceeding is brought, instituted or threatened in respect of any Indemnified Party receives which may result in a claim for indemnification against an Indemnitor under this Agreement, such Indemnified Party shall promptly after receiving notice thereof notify the applicable Indemnitor, of a Third the nature of such claim and the applicable Indemnitor, shall be entitled (but not required) to assume conduct of the defence thereof and retain counsel on behalf of the Indemnified Party Claimwho is satisfactory to the Indemnified Party, acting reasonably, to represent the Indemnified Party in such Proceeding and the applicable Indemnitor shall pay the reasonable fees and disbursements of such counsel and all other expenses of the Indemnified Party relating to such Proceeding as incurred. Failure to so notify the applicable Indemnitor shall not relieve such Indemnitor from liability except and only to the extent that the failure materially prejudices the Indemnitor. If the applicable Indemnitor assumes conduct of the defence for an Indemnified Party, the Indemnified Party shall notify fully cooperate in the Party defence including without limitation the provision of documents, appropriate officers and employees to give witness statements, attend examinations for discovery, make affidavits, meet with counsel, testify and divulge all information reasonably required by to defend or prosecute the terms of this Agreement to indemnify the Indemnified Parties in writing thereof (the “Claims Notice”) within ten (10) days after (i) receipt of written notice of commencement of Proceedings. In any third party litigation against such Indemnified Party, (ii) receipt by such Indemnified Party of written notice of any Third Party Claim pursuant to an invoice, notice of claim or assessment, against such Indemnified Party, or (iii) such Indemnified Party becomes aware of the existence of any other event, in respect of which indemnification may be sought from the Indemnifying Party. The Claims Notice shall describe the Third Party Claim and the specific facts and circumstances in reasonable detail, and shall indicate the amount if known, or estimate, if possible, of Buyer’s or Seller’s Losses, as the case may be that has been or may be incurred or suffered by Buyer or Seller, as the case may be. (b) If the Indemnifying Party shall not have timely notified the Indemnified Party of its election to assume the defense, Proceeding the Indemnified Party shall have the right to assume control of employ separate counsel and to participate in the defense of such Third defence thereof if: (a) the Indemnified Party Claim. If the Indemnifying Party does not elect to assume the defense of any Third Party Claim, it has been advised in writing by counsel that there may give written notice be a reasonable legal defence available to the Indemnified Party that is different from or in addition to those available to the applicable Indemnitor, or that a conflict of interest exists which makes representation by counsel chosen by the applicable Indemnitor not advisable (in which case neither the applicable Indemnitor shall not have the right to assume the defence of such proceedings on behalf of the Indemnified Person); (b) the Indemnitors shall not have undertaken the defence of such proceedings, or indicated its intent not to do so, and employed counsel within ten days after notice of commencement of such proceedings; or (c) the employment of such counsel has been authorized by the applicable Indemnitor in connection with the defence of such proceeding, in which event the Indemnified Party reasonable fees and disbursements of such counsel (on a solicitor and his client basis) shall assume control be paid by the applicable Indemnitor. It is understood, however, that the applicable Indemnitor, shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the defense and/or compromise same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate law firm (in addition to any local counsel) in each jurisdiction for all such Third Party Claim, subject to the indemnification rights of the Indemnified Party hereunderParties. (c) The Party assuming the defense of any Third Party Claim shall keep the other Party reasonably informed at all times of the progress and development of its defense of and/or compromise efforts with respect to such Third Party Claim and shall furnish the other Party with copies of all relevant pleadings, correspondence and other papers. In addition, the Parties to this Agreement shall cooperate with each other, and make available to each other and their representatives all available relevant records or other materials required by them for their use in defending, compromising or contesting any Third Party Claim.

Notice of Indemnity Claim. (a) If In the event that any Indemnified Party receives notice of a Third Party Claimclaim ("CLAIM") is hereafter asserted against or arises with respect to any WCI Indemnitee as to which such Indemnitee may be entitled to indemnification hereunder, the Indemnified Party WCI Indemnitee shall notify the Party required by Shareholders (as applicable collectively, the terms of this Agreement to indemnify the Indemnified Parties "INDEMNIFYING PARTY") in writing thereof (the “Claims Notice”"CLAIMS NOTICE") within ten (10) 60 days after (i) receipt of written notice of commencement of any third party litigation against such Indemnified PartyWCI Indemnitee, (ii) receipt by such Indemnified Party WCI Indemnitee of written notice of any Third Party Claim third party claim pursuant to an invoice, notice of claim or assessment, against such Indemnified PartyWCI Indemnitee, or (iii) such Indemnified Party WCI Indemnitee becomes aware of the existence of any other event, event in respect of which indemnification may be sought from the Indemnifying PartyParty (including, without limitation, any inaccuracy of any representation or warranty or breach of any covenant). The Claims Notice shall describe the Third Party Claim and the specific facts and circumstances in reasonable detail, and shall indicate the amount amount, if known, or an estimate, if possible, of Buyer’s or Seller’s Losses, as the case may be losses that has have been or may be incurred or suffered by Buyer or Seller, as the case may beWCI Indemnitee. (b) If The Indemnifying Party may elect to defend any Claim for money damages where the cumulative total of all Claims (including such Claims) do not exceed the limit set forth in Section 7.2 at the time the Claim is made, by the Indemnifying Party's own counsel; provided, however, the Indemnifying Party may assume and undertake the defense of such a third party Claim only upon written agreement by the Indemnifying Party that the Indemnifying Party is obligated to fully indemnify the WCI Indemnitee with respect to such action. The WCI Indemnitee may participate, at the WCI Indemnitee's own expense, in the defense of any Claim assumed by the Indemnifying Party. Without the written approval of the WCI Indemnitee, which approval shall not be unreasonably withheld, the Indemnifying Party shall not agree to any compromise of a Claim defended by the Indemnifying Party. (c) If, within thirty (30) days of the Indemnifying Party's receipt of a Claims Notice, the Indemnifying Party shall not have timely notified provided the Indemnified Party of its election written agreement required by Section 7.3(b) and elected to assume defend the defenseClaim, the Indemnified Party WCI Indemnitee shall have the right to assume control of the defense of such Third Party Claim. If the Indemnifying Party does not elect to assume the defense of any Third Party Claim, it may give written notice to the Indemnified Party of its intent not to do so, in which event the Indemnified Party shall assume control of the defense and/or compromise of such Third Party Claim, subject and the costs and expenses of such defense, including reasonable attorneys' fees, shall be added to the indemnification rights Claim. The Indemnifying Party shall promptly, and in any event within thirty (30) days after demand therefor, reimburse the WCI Indemnitee for the costs of defending the Indemnified Party hereunderClaim, including attorneys' fees and expenses. (cd) The Party party assuming the defense of any Third Party Claim shall keep the other Party party reasonably informed at all times of the progress and development of its or their defense of and/or and compromise efforts with respect to such Third Party Claim and shall furnish the other Party party with copies of all relevant pleadings, correspondence and other papers. In addition, the Parties parties to this Agreement shall cooperate with each other, other and make available to each other and their representatives all available relevant records or other materials required by them for their use in defending, compromising or contesting any Third Party Claim.and

Notice of Indemnity Claim. (a) If In the event that any Indemnified Party receives notice of a Third Party claim ("Claim") is hereafter asserted against or arises with respect to any Indemnitee as to which such Indemnitee may be entitled to indemnification hereunder, the Indemnified Party Indemnitee shall notify the Party required by the terms of this Agreement to indemnify the Indemnified Parties Company in writing thereof (the “"Claims Notice”") within ten (10) days after of (i) receipt of written notice of commencement of any third party litigation against such Indemnified PartyIndemnitee, within 5 business days after receipt of such written notice, or (ii) receipt by such Indemnified Party Indemnitee of written notice of any Third Party Claim other third party claim pursuant to an invoice, notice of claim or assessment, against such Indemnified PartyIndemnitee, or (iii) within 10 business days after receipt of such Indemnified Party becomes aware of the existence of any other event, in respect of which indemnification may be sought from the Indemnifying Partywritten notice. The Claims Notice shall describe the Third Party Claim and the specific facts and circumstances in reasonable detail, and shall indicate the amount amount, if known, or an estimate, if possible, of Buyer’s or Seller’s Losses, as the case may be losses that has have been or may be incurred or suffered by Buyer or Sellerthe Indemnitee. The failure to timely notify the Company in accordance with this Subsection 6.2(a) shall not relieve the Company from the obligation to indemnify hereunder, as except to the case may beextent that the Company establishes by competent evidence that it has been prejudiced thereby. (b) If If, within 30 days of the Indemnifying Party Company's receipt of a Claims Notice, the Company shall not have timely notified the Indemnified Party Indemnitee of its election to assume the defense, the Indemnified Party Indemnitee shall have the right to assume control of the defense and/or compromise of such Third Party Claim, and the costs and expenses of such defense, including reasonable attorney's fees, shall be added to the Claim. If the Indemnifying Party Indemnitee does not elect to assume the defense of any Third Party Claim, it the Indemnitee may give written notice within 20 days of such 30-day period to the Indemnified Party Company of its or his intent not to do so, in which event the Indemnified Party Company shall assume control of the defense and/or compromise of such Third Party Claim. Notwithstanding anything in this Section 6 to the contrary, if the Company assumes the defense of any Claim, subject the Indemnitee shall have the right to participate, at its or his expense, in the indemnification rights defense against or compromise of the Indemnified Party hereundersuch Claim. (c) The Party party assuming the defense of any Third Party Claim shall keep the other Party party reasonably informed at all times of the progress and development of its or their defense of and/or of, and compromise efforts with respect to to, such Third Party Claim and shall furnish the other Party party with copies of all relevant pleadings, correspondence and other papers. In addition, the Parties parties to this Agreement shall cooperate with each other, other and make available to each other and their representatives all available relevant records or other materials required by them for their use in defending, compromising or contesting any Third Party Claim.each

Notice of Indemnity Claim. (a) If any Indemnified Party receives notice claim contemplated by Section 17 shall be asserted against any of a Third Party Claim, the Indemnified Party shall notify the Party required by the terms of this Agreement to indemnify the Indemnified Parties in writing thereof (the “Claims Notice”) within ten (10) days after (i) receipt of written notice of commencement of any third party litigation against such Indemnified Party, (ii) receipt by such Indemnified Party of written notice of any Third Party Claim pursuant to an invoice, notice of claim or assessment, against such Indemnified Party, or (iii) such Indemnified Party becomes aware of the existence of any other event, Persons in respect of which indemnification may is or might reasonably be sought from considered to be provided for in such section, such Indemnified Person shall notify the Indemnifying Party. The Claims Notice shall describe Corporation as soon as possible of the Third Party Claim nature of such claim and the specific facts and circumstances in reasonable detail, and Corporation shall indicate the amount if known, or estimate, if possible, of Buyer’s or Seller’s Losses, as the case may be that has been or may be incurred or suffered by Buyer or Seller, as the case may be. entitled (bbut not required) If the Indemnifying Party shall not have timely notified the Indemnified Party of its election to assume the defensedefence of any suit brought to enforce such claim; provided, however, that the defence shall be through legal counsel selected by the Corporation and acceptable to the Indemnified Party Person acting reasonably and that no admission of liability or settlement may be made by the Corporation or the Indemnified Person without the prior written consent of the other, such consent not to be unreasonably withheld. The Indemnified Person shall have the right to assume control retain its own counsel in any proceeding relating to a claim contemplated by Section 17 if: (a) the Indemnified Person has been advised in writing by counsel that there may be a material legal defence available to the Indemnified Person which is different from or additional to a defence available to the Corporation or that a conflict of interest exists or reasonably may exist which makes representation by counsel chosen by the defense of such Third Party Claim. If Corporation not advisable (in which case the Indemnifying Party does Corporation shall not elect have the right to assume the defense defence of any Third Party Claim, it may give written notice to such proceedings on the Indemnified Party of its intent Person’s behalf); (b) the Corporation shall not to do so, in which event have undertaken the Indemnified Party shall assume control of the defense and/or compromise defence of such Third Party Claim, subject to the indemnification rights proceedings and employed counsel within ten days after notice of the Indemnified Party hereunder.commencement of such proceedings; or (c) The Party assuming the defense employment of such counsel has been authorized by the Corporation in connection with the defence of such proceeding; and, in any Third Party Claim such event, the reasonable fees and expenses of such Indemnified Person’s counsel shall keep be paid by the other Party reasonably informed at all times Corporation; it being understood, however, that the Corporation shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the progress same general allegations or circumstances, be liable for the reasonable fees and development expenses of its defense more than one separate law firm (in addition to any local counsel) for all Indemnified Persons unless the Indemnified Persons are required to be represented by separate legal counsel. It is the intention of and/or compromise efforts with respect the Corporation to constitute the Underwriter as trustee for the Indemnified Persons for the purposes of Section 17, Section 18 and Section 19 and the Underwriter agrees to accept such Third Party Claim trust and shall furnish the other Party with copies to hold and enforce such covenants on behalf of all relevant pleadings, correspondence and other papers. In addition, the Parties to this Agreement shall cooperate with each other, and make available to each other and their representatives all available relevant records or other materials required by them for their use in defending, compromising or contesting any Third Party Claimsuch persons.

Notice of Indemnity Claim. (a1) If In the event that any Indemnified Party receives notice of a Third Party claim ("Claim") is hereafter asserted against or arises with respect to any Indemnitee as to which such Indemnitee may be entitled to indemnification hereunder, the Indemnified Party Indemnitee shall notify the Party required by other party ( the terms of this Agreement to indemnify the Indemnified Parties "Indemnifying Party") in writing thereof (the “"Claims Notice”") within ten sixty (1060) days after (i) receipt of written notice of commencement of any third party litigation against such Indemnified PartyIndemnitee, (ii) receipt by such Indemnified Party Indemnitee of written notice of any Third Party Claim third party claim pursuant to an invoice, notice of claim or assessment, against such Indemnified PartyIndemnitee, or (iii) such Indemnified Party Indenmnitee becomes aware of the existence of any other event, event in respect of which indemnification may be sought from the Indemnifying PartyParty (including, without limitation, any inaccuracy of any representation or warranty or breach of any covenant). The Claims Notice shall describe the Third Party Claim and the specific facts and circumstances in reasonable detail, and shall indicate the amount amount, if known, or an estimate, if possible, of Buyer’s or Seller’s Losses, as the case may be losses that has have been or may be incurred or suffered by Buyer or Seller, as the case may beIndemnitee. (b2) If The Indemnifying Party may elect to defend any Claim for money damages where the cumulative total of all Claims (including such Claims) does not exceed the limit set forth in Section 7.2 at the time the Claim is made, by the Indemnifying Party's own counsel; provided, however, the Indemnifying Party may assume and undertake the defense of such a third party Claim only upon written agreement by the Indemnifying Party that the Indemnifying Party is obligated to fully indemnify Indemnitee with respect to such action. Indemnitee may participate, at Indemnitee's own expense, in the defense of any Claim assumed by the Indemnifying Party. Without the written approval of Indemnitee, which approval shall not be unreasonably withheld, the Indemnifying Party shall not agree to any compromise of a Claim defended by the Indemnifying Party. (3) If, within thirty (30) days of the Indemnifying Party's receipt of a Claims Notice, the Indemnifying Party shall not have timely notified provided the Indemnified Party of its election written agreement required by Section 7.3(2) and elected to assume defend the defenseClaims, the Indemnified Party Indemnitee shall have the right to assume control of the defense of such Third Party Claim. If the Indemnifying Party does not elect to assume the defense of any Third Party Claim, it may give written notice to the Indemnified Party of its intent not to do so, in which event the Indemnified Party shall assume control of the defense and/or compromise of such Third Party Claim, subject and the costs and expenses of such defense, including reasonable attorneys' fees shall be added to the indemnification rights Claim. The Indemnifying Party shall promptly, and in any event within thirty (30) days reimburse Indemnitee for the costs of defending the Indemnified Party hereunderClaim, including attorneys' fees and expenses. (c4) The Party party assuming the defense of any Third Party Claim shall keep the other Party party reasonably informed at all times of the progress and development of its or their defense of and/or and compromise efforts with respect to such Third Party Claim and shall furnish the other Party party with copies of all relevant pleadings, correspondence and other papers. In addition, the Parties parties to this Agreement shall cooperate with each other, other and make available to each other and their representatives all available relevant records or other materials required by them for their use in defending, compromising or contesting any Third Claim. The failure to timely deliver a Claims Notice or otherwise notify the Indemnifying Party Claimof the commencement of such actions in accordance with this Section 7.3 shall not relieve the Indemnifying Party from the obligation to indemnify hereunder but only to the extent that the Indemnifying Party establishes by competent evidence that is prejudiced thereby. (5) In the event both the Indemnitee and the Indemnifying Party are named as defendants in an action or proceeding initiated by a third party, they shall both be represented by the same counsel (on whom they shall agree), unless such counsel, the Indemnitee, or the Indemnifying Party shall determine that such counsel has a conflict of interest in representing both the Indemnitee and the Indemnifying Party in the same action or proceeding and the Indemnitee and the Indemnifying Party do not waive such conflict to the satisfaction of such counsel.

Notice of Indemnity Claim. (a) If In the event that any Indemnified Party receives notice of a Third Party Claimclaim ("CLAIM") is hereafter asserted against or arises with respect to any WCI or Shareholder Indemnitee (as applicable, an "Indemnitee") as to which such Indemnitee may be entitled to indemnification hereunder, the Indemnified Party Indemnitee shall notify the Party required by Shareholder (as applicable collectively, the terms of this Agreement to indemnify the Indemnified Parties "INDEMNIFYING PARTY") in writing thereof (the “Claims Notice”"CLAIMS NOTICE") within ten (10) 20 days after (i) receipt of written notice of commencement of any third party litigation against such Indemnified PartyIndemnitee, (ii) receipt by such Indemnified Party Indemnitee of written notice of any Third Party Claim third party claim pursuant to an invoice, notice of claim or assessment, against such Indemnified PartyIndemnitee, or (iii) such Indemnified Party Indemnitee becomes aware of the existence of any other event, event in respect of which indemnification may be sought from the Indemnifying PartyParty (including, without limitation, any inaccuracy of any representation or warranty or breach of any covenant). The Claims Notice shall describe the Third Party Claim and the specific facts and circumstances in reasonable detail, and shall indicate the amount amount, if known, or an estimate, if possible, of Buyer’s or Seller’s Losses, as the case may be losses that has have been or may be incurred or suffered by Buyer or Seller, as the case may beIndemnitee. (b) If The Indemnifying Party may elect to defend any Claim for money damages where the cumulative total of all Claims (including such Claims) do not exceed the limit set forth in Section 7.2 at the time the Claim is made, by the Indemnifying Party's own counsel; provided, however, the Indemnifying Party may assume and undertake the defense of such a third party Claim only upon written agreement by the Indemnifying Party that the Indemnifying Party is obligated to fully indemnify the Indemnitee with respect to such action. The Indemnitee may participate, at the Indemnitee's own expense, in the defense of any Claim assumed by the Indemnifying Party. Without the written approval of the Indemnitee, which approval shall not be unreasonably withheld, the Indemnifying Party shall not agree to any compromise of a Claim defended by the Indemnifying Party. (c) If, within thirty (30) days of the Indemnifying Party's receipt of a Claims Notice, the Indemnifying Party shall not have timely notified provided the Indemnified Party of its election written agreement required by Section 7.3(b) and elected to assume defend the defenseClaim, the Indemnified Party Indemnitee shall have the right to assume control of the defense of such Third Party Claim. If the Indemnifying Party does not elect to assume the defense of any Third Party Claim, it may give written notice to the Indemnified Party of its intent not to do so, in which event the Indemnified Party shall assume control of the defense and/or compromise of such Third Party Claim, subject and the costs and expenses of such defense, including reasonable attorneys' fees, shall be added to the indemnification rights Claim. The Indemnifying Party shall promptly, and in any event within thirty (30) days after demand therefor, reimburse the Indemnitee for the costs of defending the Indemnified Party hereunderClaim, including attorneys' fees and expenses. (cd) The Party party assuming the defense of any Third Party Claim shall keep the other Party party reasonably informed at all times of the progress and development of its or his defense of and/or and compromise efforts with respect to such Third Party Claim and shall furnish the other Party party with copies of all relevant pleadings, correspondence and other papers. In addition, the Parties parties to this Agreement shall cooperate with each other, and make available to each other and their representatives all available relevant records or other materials required by them for their use in defending, compromising or contesting any Third Party Claim.Agreement

Notice of Indemnity Claim. ‌ If any claim contemplated by Section 17 hereof shall be asserted against any of the Indemnified Persons in respect of which indemnification is or might reasonably be considered to be provided for in such section, such Indemnified Person shall notify the Company as soon as possible of the nature of such claim (provided that failure to so notify the Company of the nature of such claim in a timely fashion shall relieve the Company of liability hereunder only if and to the extent that such failure materially prejudices the Company's ability to defend such claim) and the Company shall be entitled (but not required) to assume the defence of any suit brought to enforce such claim, provided however, that the defence shall be through legal counsel selected by the Company and acceptable to the Indemnified Person acting reasonably. The Indemnified Person shall have the right to retain its own counsel in any proceeding relating to a claim contemplated by Section 17 if: (a) If any Indemnified Party receives notice of a Third Party Claim, the Indemnified Party shall notify Person has been advised in writing by counsel that there may be a reasonable legal defence available to the Party required Indemnified Person which is different from or additional to a defence available to the Company, or that a conflict of interest exists or reasonably may exist which makes representation by counsel chosen by the terms Company not advisable (in which case the Company shall not have the right to assume the defence of this Agreement to indemnify such proceedings on the Indemnified Parties in writing thereof Person's behalf); (b) the “Claims Notice”) Company shall not have undertaken the defence of such proceedings, or indicated its intent to do so, and employed counsel within ten (10) days after (i) receipt of written notice of commencement of any third party litigation against such Indemnified Party, (ii) receipt by such Indemnified Party of written notice of any Third Party Claim pursuant to an invoice, notice of claim or assessment, against such Indemnified Party, or (iii) such Indemnified Party becomes aware of the existence of any other event, in respect of which indemnification may be sought from the Indemnifying Party. The Claims Notice shall describe the Third Party Claim and the specific facts and circumstances in reasonable detail, and shall indicate the amount if known, or estimate, if possible, of Buyer’s or Seller’s Losses, as the case may be that has been or may be incurred or suffered by Buyer or Seller, as the case may be. (b) If the Indemnifying Party shall not have timely notified the Indemnified Party of its election to assume the defense, the Indemnified Party shall have the right to assume control of the defense of such Third Party Claim. If the Indemnifying Party does not elect to assume the defense of any Third Party Claim, it may give written notice to the Indemnified Party of its intent not to do so, in which event the Indemnified Party shall assume control of the defense and/or compromise of such Third Party Claim, subject to the indemnification rights of the Indemnified Party hereunder.proceedings; or (c) The Party assuming the defense employment of such counsel has been authorized by the Company in connection with the defence of such proceeding; and, in any Third Party Claim such event, the reasonable fees and expenses of such Indemnified Person's counsel (on a solicitor and his own client basis) shall keep be paid by the other Party reasonably informed at all times Company; it being understood, however, that the Company shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the progress same general allegations or circumstances, be liable for the fees and development expenses of its defense more than one separate law firm (in addition to any local counsel) for all Indemnified Persons. It is the intention of and/or compromise efforts with respect the Company to constitute the Agents as trustees for the Indemnified Persons for the purposes of Section 17, Section 18 and Section 19 and the Agents agree to accept such Third Party Claim trust and shall furnish the other Party with copies to hold and enforce such covenants on behalf of all relevant pleadings, correspondence and other papers. In addition, the Parties to this Agreement shall cooperate with each other, and make available to each other and their representatives all available relevant records or other materials required by them for their use in defending, compromising or contesting any Third Party Claimsuch Indemnified Persons.

Notice of Indemnity Claim. (a) If In the event that any Indemnified Party receives notice of a Third Party claim ("Claim") is hereafter asserted against or arises with respect to any United Indemnitee as to which such Indemnitee may be entitled to indemnification hereunder, the Indemnified Party United Indemnitee shall notify the Party required by Shareholders (collectively, the terms of this Agreement to indemnify the Indemnified Parties "Indemnifying Party") in writing thereof (the “"Claims Notice”") within ten (10) 10 days after (i) receipt of written notice of commencement of any third party litigation against such Indemnified PartyUnited Indemnitee, (ii) receipt by such Indemnified Party United Indemnitee of written notice of any Third Party Claim third party claim pursuant to an invoice, notice of claim or assessment, against such Indemnified PartyUnited Indemnitee, or (iii) such Indemnified Party United Indemnitee becomes aware of the existence of any other event, event in respect of which indemnification may be sought from the Indemnifying PartyParty (including, without limitation, any inaccuracy of any representation or warranty or breach of any covenant). The Claims Notice shall describe the Third Party Claim and the specific facts and circumstances in reasonable detail, and shall indicate the amount amount, if known, or an estimate, if possible, of Buyer’s or Seller’s Losses, as the case may be losses that has have been or may be incurred or suffered by Buyer or Seller, as the case may beUnited Indemnitee. (b) If The Indemnifying Party may elect to defend any Claim for money damages where the cumulative total of all Claims (including such Claims) do not exceed the limit set forth in Section 7.2 at the time the Claim is made, by the Indemnifying Party's own counsel; provided, however, the Indemnifying Party may assume and undertake the defense of such a third party Claim only upon written agreement by the Indemnifying Party that the Indemnifying Party is obligated to fully indemnify the United Indemnitee with respect to such action. The United Indemnitee may participate, at the United Indemnitee's own expense, in the defense of any Claim assumed by the Indemnifying Party. Without the written approval of the United Indemnitee, which approval shall not be unreasonably withheld, the Indemnifying Party shall not agree to any compromise of a Claim defended by the Indemnifying Party. (c) If, within 30 days of the Indemnifying Party's receipt of a Claims Notice, the Indemnifying Party shall not have timely notified provided the Indemnified Party of its election written agreement required by Section 7.3(b) and elected to assume defend the defenseClaim, the Indemnified Party United Indemnitee shall have the right to assume control of the defense of such Third Party Claim. If the Indemnifying Party does not elect to assume the defense of any Third Party Claim, it may give written notice to the Indemnified Party of its intent not to do so, in which event the Indemnified Party shall assume control of the defense and/or compromise of such Third Party Claim, subject and the costs and expenses of such defense, including reasonable attorneys' fees, shall be added to the indemnification rights Claim. The Indemnifying Party shall promptly, and in any event within 30 days after demand therefor, reimburse the United Indemnitee for the costs of defending the Indemnified Party hereunderClaim, including attorneys' fees and expenses. (cd) The Party party assuming the defense of any Third Party Claim shall keep the other Party party reasonably informed at all times of the progress and development of its or their defense of and/or and compromise efforts with respect to such Third Party Claim and shall furnish the other Party party with copies of all relevant pleadings, correspondence and other papers. In addition, the Parties parties to this Agreement shall cooperate with each other, other and make available to each other and their representatives all available relevant records or other materials required by them for their use in defending, compromising or contesting any Third Claim. The failure to timely deliver a Claims Notice or otherwise notify the Indemnifying Party Claimof the commencement of such actions in accordance with this Section 7.3 shall not relieve the Indemnifying Party from the obligation to indemnify hereunder but only to the extent that the Indemnifying Party establishes by competent evidence that it has been prejudiced thereby. (e) In the event both the United Indemnitee and the Indemnifying Party are named as defendants in an action or proceeding initiated by a third party, they shall both be represented by the same counsel (on whom they shall agree), unless such counsel, the United Indemnitee, or the Indemnifying Party shall determine that such counsel has a conflict of interest in representing both the United Indemnitee and the Indemnifying Party in the same action or proceeding and the United Indemnitee and the Indemnifying Party do not waive such conflict to the satisfaction of such counsel.

Notice of Indemnity Claim. (a) If any Indemnified Party receives notice claim contemplated by Section 16 shall be asserted against any of a Third Party Claim, the Indemnified Party shall notify the Party required by the terms of this Agreement to indemnify the Indemnified Parties in writing thereof (the “Claims Notice”) within ten (10) days after (i) receipt of written notice of commencement of any third party litigation against such Indemnified Party, (ii) receipt by such Indemnified Party of written notice of any Third Party Claim pursuant to an invoice, notice of claim or assessment, against such Indemnified Party, or (iii) such Indemnified Party becomes aware of the existence of any other event, Persons in respect of which indemnification may is or might reasonably be sought from considered to be provided for in such section, such Indemnified Person shall notify the Indemnifying Party. The Claims Notice shall describe Corporation as soon as possible of the Third Party Claim nature of such claim and the specific facts and circumstances in reasonable detail, and Corporation shall indicate the amount if known, or estimate, if possible, of Buyer’s or Seller’s Losses, as the case may be that has been or may be incurred or suffered by Buyer or Seller, as the case may be. entitled (bbut not required) If the Indemnifying Party shall not have timely notified the Indemnified Party of its election to assume the defensedefence of any suit brought to enforce such claim; provided, however, that the defence shall be through legal counsel selected by the Corporation and acceptable to the Indemnified Party Person acting reasonably and that no admission of liability or settlement may be made by the Corporation or the Indemnified Person without the prior written consent of the other, such consent not to be unreasonably withheld. The Indemnified Person shall have the right to assume control retain its own counsel in any proceeding relating to a claim contemplated by Section 16 if: (a) the Indemnified Person has been advised in writing by counsel that there may be a material legal defence available to the Indemnified Person which is different from or additional to a defence available to the Corporation or that a conflict of interest exists or reasonably may exist which makes representation by counsel chosen by the defense of such Third Party Claim. If Corporation not advisable (in which case the Indemnifying Party does Corporation shall not elect have the right to assume the defense defence of any Third Party Claim, it may give written notice to such proceedings on the Indemnified Party of its intent Person's behalf); (b) the Corporation shall not to do so, in which event have undertaken the Indemnified Party shall assume control of the defense and/or compromise defence of such Third Party Claim, subject to the indemnification rights proceedings and employed counsel within ten days after notice of the Indemnified Party hereunder.commencement of such proceedings; or (c) The Party assuming the defense employment of such counsel has been authorized by the Corporation in connection with the defence of such proceeding; and, in any Third Party Claim such event, the reasonable fees and expenses of such Indemnified Person’s counsel shall keep be paid by the other Party reasonably informed at all times Corporation; it being understood, however, that the Corporation shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the progress same general allegations or circumstances, be liable for the reasonable fees and development expenses of its defense more than one separate law firm (in addition to any local counsel) for all Indemnified Persons. It is the intention of and/or compromise efforts with respect the Corporation to constitute the Underwriter as trustee for the Indemnified Persons for the purposes of Section 16, Section 17 and Section 18 and the Underwriter agrees to accept such Third Party Claim trust and shall furnish the other Party with copies to hold and enforce such covenants on behalf of all relevant pleadings, correspondence and other papers. In addition, the Parties to this Agreement shall cooperate with each other, and make available to each other and their representatives all available relevant records or other materials required by them for their use in defending, compromising or contesting any Third Party Claimsuch persons.

Notice of Indemnity Claim. (a) If In the event that any Indemnified Party receives notice of a Third Party Claimclaim ("CLAIM") is hereafter asserted against or arises with respect to any Indemnitee as to which such Indemnitee may be entitled to indemnification hereunder, such Indemnitee shall notify Sellers (collectively, the Indemnified Party shall notify the Party required by the terms of this Agreement to indemnify the Indemnified Parties "INDEMNIFYING PARTY") in writing thereof (the “Claims Notice”"CLAIMS NOTICE") within ten sixty (1060) days after (i) receipt of written notice of commencement of any third party litigation against such Indemnified PartyIndemnitee, (ii) receipt by such Indemnified Party Indemnitee of written notice of any Third Party Claim third party claim pursuant to an invoice, notice of claim or assessment, against such Indemnified PartyIndemnitee, or (iii) such Indemnified Party Indemnitee becomes aware of the existence of any other event, event in respect of which indemnification may be sought from the Indemnifying PartyParty (including, without limitation, any inaccuracy of any representation or warranty or breach of any covenant). The Claims Notice shall describe the Third Party Claim and the specific facts and circumstances in reasonable detail, and shall indicate the amount amount, if known, or an estimate, if possible, of Buyer’s or Seller’s Losses, as the case may be losses that has have been or may be incurred or suffered by Buyer or Seller, as the case may beIndemnitee. (b) If The Indemnifying Party may elect to defend any Claim for money damages where the cumulative total of all Claims (including such Claims) do not exceed the limit set forth in Section 7.2 at the time the Claim is made, by the Indemnifying Party's own counsel; provided, however, the Indemnifying Party may assume and undertake the defense of such a third party Claim only upon written agreement by the Indemnifying Party that the Indemnifying Party is obligated to fully indemnify such Indemnitee with respect to such action. The Indemnitee may participate, at the Indemnitee's own expense, in the defense of any Claim assumed by the Indemnifying Party. Without the written approval of the Indemnitee, which approval shall not be unreasonably withheld, the Indemnifying Party shall not agree to any compromise of a Claim defended by the Indemnifying Party. (c) If, within thirty (30) days of the Indemnifying Party's receipt of a Claims Notice, the Indemnifying Party shall not have timely notified provided the Indemnified Party of its election written agreement required by Section 7.3(b) and elected to assume defend the defenseClaims, the Indemnified Party Indemnitee shall have the right to assume control of the defense of such Third Party Claim. If the Indemnifying Party does not elect to assume the defense of any Third Party Claim, it may give written notice to the Indemnified Party of its intent not to do so, in which event the Indemnified Party shall assume control of the defense and/or compromise of such Third Party Claim, subject and the costs and expenses of such defense, including reasonable attorneys' fees, shall be added to the indemnification rights Claim. The Indemnifying Party shall promptly, and in any event within thirty (30) days reimburse the Indemnitee for the costs of defending the Indemnified Party hereunderClaim, including attorneys' fees and expenses. (cd) The Party party assuming the defense of any Third Party Claim shall keep the other Party party reasonably informed at all times of the progress and development of its or their defense of and/or and compromise efforts with respect to such Third Party Claim and shall furnish the other Party party with copies of all relevant pleadings, correspondence and other papers. In addition, the Parties parties to this Agreement shall cooperate with each other, other and make available to each other and their representatives all available relevant records or other materials required by them for their use in defending, compromising or contesting any Third Party Claim. (e) In the event both the Indemnitee and the Indemnifying Party are named as defendants in an action or proceeding initiated by a third party, they shall both be represented by the same counsel (on whom they shall agree), unless such counsel, the Indemnitee, or the Indemnifying Party shall determine that such counsel has a conflict of interest in representing both the Indemnitee and the Indemnifying Party in the same action or proceeding and the Indemnitee and the Indemnifying Party do not waive such conflict to the satisfaction of such counsel.

Notice of Indemnity Claim. (a) If any Proceeding is brought, instituted or threatened in respect of any Indemnified Party receives which may result in a claim for indemnification under this Agreement, such Indemnified Party shall promptly after receiving notice thereof notify the Corporation of a Third the nature of such claim and the Corporation shall be entitled (but not required) to assume conduct of the defence thereof and retain counsel on behalf of the Indemnified Party Claimwho is satisfactory to the Indemnified Party, acting reasonably, to represent the Indemnified Party in such Proceeding and the Corporation shall pay the fees and disbursements of such counsel and all other expenses of the Indemnified Party relating to such Proceeding as incurred. Failure to so notify the Corporation shall not relieve the Corporation from liability except and only to the extent that the failure materially prejudices the Corporation. If the Corporation assumes conduct of the defence for an Indemnified Party, the Indemnified Party shall notify fully cooperate in the Party defence, including without limitation the provision of documents, appropriate officers and employees to give witness statements, attend examinations for discovery, make affidavits, meet with counsel, testify and divulge all information reasonably required by to defend or prosecute the terms of this Agreement to indemnify the Indemnified Parties in writing thereof (the “Claims Notice”) within ten (10) days after (i) receipt of written notice of commencement of Proceedings. In any third party litigation against such Indemnified Party, (ii) receipt by such Indemnified Party of written notice of any Third Party Claim pursuant to an invoice, notice of claim or assessment, against such Indemnified Party, or (iii) such Indemnified Party becomes aware of the existence of any other event, in respect of which indemnification may be sought from the Indemnifying Party. The Claims Notice shall describe the Third Party Claim and the specific facts and circumstances in reasonable detail, and shall indicate the amount if known, or estimate, if possible, of Buyer’s or Seller’s Losses, as the case may be that has been or may be incurred or suffered by Buyer or Seller, as the case may be. (b) If the Indemnifying Party shall not have timely notified the Indemnified Party of its election to assume the defense, Proceeding the Indemnified Party shall have the right to assume control of employ separate counsel and to participate in the defense of such Third defence thereof if: (a) the Indemnified Party Claim. If the Indemnifying Party does not elect to assume the defense of any Third Party Claim, it has been advised in writing by counsel that there may give written notice be a reasonable legal defence available to the Indemnified Party that is different from or in addition to those available to the Corporation or that a conflict of interest exists or reasonably may exist which makes representation by counsel chosen by the Corporation not advisable (in which case the Corporation shall not have the right to assume the defence of such proceedings on behalf of the Indemnified Person); (b) the Indemnitor shall not have undertaken the defence of such proceedings, or indicated its intent not to do so, and employed counsel within ten days after notice of commencement of such proceedings; or (c) the employment of such counsel has been authorized by the Corporation in connection with the defence of such proceeding, in which event the Indemnified Party fees and disbursements of such counsel (on a solicitor and his client basis) shall assume control be paid by the Corporation. It being understood, however, that the Corporation shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the defense and/or compromise same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate law firm (in addition to any local counsel) in each jurisdiction for all such Third Party Claim, subject to the indemnification rights of the Indemnified Party hereunderParties. (c) The Party assuming the defense of any Third Party Claim shall keep the other Party reasonably informed at all times of the progress and development of its defense of and/or compromise efforts with respect to such Third Party Claim and shall furnish the other Party with copies of all relevant pleadings, correspondence and other papers. In addition, the Parties to this Agreement shall cooperate with each other, and make available to each other and their representatives all available relevant records or other materials required by them for their use in defending, compromising or contesting any Third Party Claim.

Notice of Indemnity Claim. (a) If In the event that any Indemnified Party receives notice of a Third Party Claimclaim ("CLAIM") is hereafter asserted against or arises with respect to any Indemnitee as to which such Indemnitee may be entitled to indemnification hereunder, Indemnitee shall notify Seller and the Members (collectively, the Indemnified Party shall notify the Party required by the terms of this Agreement to indemnify the Indemnified Parties "INDEMNIFYING PARTY") in writing thereof (the “Claims Notice”"CLAIMS NOTICE") within ten (10) 60 days after (i) receipt of written notice of commencement of any third party litigation against such Indemnified PartyIndemnitee, (ii) receipt by such Indemnified Party Indemnitee of written notice of any Third Party Claim third party claim pursuant to an invoice, notice of claim or assessment, against such Indemnified PartyIndemnitee, or (iii) such Indemnified Party Indemnitee becomes aware of the existence of any other event, event in respect of which indemnification may be sought from the Indemnifying PartyParty (including, without limitation, any inaccuracy of any representation or warranty or breach of any covenant). The Claims Notice shall describe the Third Party Claim and the specific facts and circumstances in reasonable detail, and shall indicate the amount amount, if known, or an estimate, if possible, of Buyer’s or Seller’s Losses, as the case may be losses that has have been or may be incurred or suffered by Buyer or Seller, as the case may beIndemnitee. (b) If The Indemnifying Party may elect to defend any Claim for money damages where the cumulative total of all Claims (including such Claims) do not exceed the limit set forth in Section 6.2 at the time the Claim is made, by the Indemnifying Party's own counsel; provided, however, the Indemnifying Party may assume and undertake the defense of such a third party Claim only upon written agreement by the Indemnifying Party that the Indemnifying Party is obligated to fully indemnify Indemnitee with respect to such action. Indemnitee may participate, at WCI's Indemnitee's own expense, in the defense of any Claim assumed by the Indemnifying Party. Without the written approval of Indemnitee, which approval shall not be unreasonably withheld, the Indemnifying Party shall not agree to any compromise of a Claim defended by the Indemnifying Party. (c) If, within 30 days of the Indemnifying Party's receipt of a Claims Notice, the Indemnifying Party shall not have timely notified provided the Indemnified Party of its election written agreement required by Section 6.3(b) and elected to assume defend the defenseClaims, the Indemnified Party Indemnitee shall have the right to assume control of the defense of such Third Party Claim. If the Indemnifying Party does not elect to assume the defense of any Third Party Claim, it may give written notice to the Indemnified Party of its intent not to do so, in which event the Indemnified Party shall assume control of the defense and/or compromise of such Third Party Claim, subject to and the indemnification rights of the Indemnified Party hereunder. (c) The Party assuming the defense of any Third Party Claim shall keep the other Party reasonably informed at all times of the progress costs and development of its defense of and/or compromise efforts with respect to such Third Party Claim and shall furnish the other Party with copies of all relevant pleadings, correspondence and other papers. In addition, the Parties to this Agreement shall cooperate with each other, and make available to each other and their representatives all available relevant records or other materials required by them for their use in defending, compromising or contesting any Third Party Claim.expenses of

Notice of Indemnity Claim. (a) If any Proceeding is brought, instituted or threatened against any Indemnified Party receives notice which may result in a claim for indemnification under this Agreement, such Indemnified Party shall notify the Corporation as soon as possible of a Third the nature of such claim, and the Corporation shall be entitled (but not required) to assume conduct of the defence thereof and retain counsel on behalf of the Indemnified Party Claimwho is satisfactory to the Indemnified Party, acting reasonably, to represent the Indemnified Party in such Proceeding and the Corporation shall pay the fees and disbursements of such counsel and all other expenses of the Indemnified Party relating to such Proceeding as incurred. Failure to so notify the Corporation shall not relieve the Corporation from liability except and only to the extent that the failure materially prejudices the Corporation. If the Corporation assumes conduct of the defence for an Indemnified Party, the Indemnified Party shall notify fully cooperate in the Party defence including, without limitation, the provision of documents, appropriate officers and employees to give witness statements, attend examinations for discovery, make affidavits, meet with counsel, testify and divulge all information reasonably required by to defend or prosecute the terms of this Agreement to indemnify the Indemnified Parties in writing thereof (the “Claims Notice”) within ten (10) days after (i) receipt of written notice of commencement of Proceedings. In any third party litigation against such Indemnified Party, (ii) receipt by such Indemnified Party of written notice of any Third Party Claim pursuant to an invoice, notice of claim or assessment, against such Indemnified Party, or (iii) such Indemnified Party becomes aware of the existence of any other event, in respect of which indemnification may be sought from the Indemnifying Party. The Claims Notice shall describe the Third Party Claim and the specific facts and circumstances in reasonable detail, and shall indicate the amount if known, or estimate, if possible, of Buyer’s or Seller’s Losses, as the case may be that has been or may be incurred or suffered by Buyer or Seller, as the case may be. (b) If the Indemnifying Party shall not have timely notified the Indemnified Party of its election to assume the defense, Proceeding the Indemnified Party shall have the right to assume control of employ separate counsel and to participate in the defense of such Third defence thereof if: (a) the Indemnified Party Claim. If the Indemnifying Party does not elect to assume the defense of any Third Party Claim, it has been advised in writing by counsel that there may give written notice be a reasonable legal defence available to the Indemnified Party that is different from or in addition to those available to the Corporation or that a conflict of its intent interest exists which makes representation by counsel chosen by the Corporation not advisable; (b) the Indemnitor has not assumed the defence of the Proceeding and employed counsel therefor satisfactory to do so, in which event the Indemnified Party shall assume control of the defense and/or compromise of such Third Party Claim, subject to the indemnification rights of the Indemnified Party hereunder.within ten (10) days after receiving notice thereof; or (c) The Party assuming employment of such other counsel has been authorized by the defense Corporation; in which event, the fees and disbursements of such counsel (on a solicitor and his client basis) shall be paid by the Corporation; it being understood, however, that the Corporation shall not, in connection with any Third Party Claim shall keep one such action or separate but substantially similar or related actions in the other Party reasonably informed at all times same jurisdiction arising out of the progress same general allegations or circumstances, be liable for the reasonable fees and development expenses of its defense of and/or compromise efforts with respect more than one separate law firm in each jurisdiction (in addition to any local counsel) for all such Third Party Claim and shall furnish the other Party with copies of all relevant pleadings, correspondence and other papers. In addition, the Parties to this Agreement shall cooperate with each other, and make available to each other and their representatives all available relevant records or other materials required by them for their use in defending, compromising or contesting any Third Party ClaimIndemnified Parties.

Notice of Indemnity Claim. (a) If In the event that any Indemnified Party receives notice of a Third Party claim (“Claim”) is hereafter asserted against or arises with respect to any Xxxx Indemnitee as to which such Xxxx Indemnitee may be entitled to indemnification hereunder, the Indemnified Party Xxxx Indemnitee shall notify the Party required by Shareholder Representative (the terms of this Agreement to indemnify the Indemnified Parties “Indemnifying Party”) in writing thereof (the “Claims Notice”) within ten sixty (1060) days after (i) receipt of written notice of commencement of any third party litigation against such Indemnified PartyXxxx Indemnitee, (ii) receipt by such Indemnified Party Xxxx Indemnitee of written notice of any Third Party Claim third party claim pursuant to an invoice, notice of claim or assessment, against such Indemnified PartyXxxx Indemnitee, or (iii) such Indemnified Party Xxxx Indemnitee becomes aware of the existence of any other event, event in respect of which indemnification may be sought from the Indemnifying PartyParty (including, without limitation, any inaccuracy of any representation or warranty or breach of any covenant). The Claims Notice shall describe the Third Party Claim and the specific facts and circumstances in reasonable detail, and shall indicate the amount amount, if known, or an estimate, if possible, of Buyer’s or Seller’s Losses, as the case may be losses that has have been or may be incurred or suffered by Buyer the Xxxx Indemnitee. The failure to timely deliver a Claims Notice or Seller, as otherwise notify the case may beIndemnifying Party of the commencement of such actions in accordance with this Section 7.4 shall not relieve the Indemnifying Party from the obligation to indemnify hereunder except to the extent that the Indemnifying Party establishes by competent evidence that it has been prejudiced thereby. (b) If The Indemnifying Party may elect to defend any Claim for money damages where the cumulative total of all Claims (including such Claims) does not exceed the limit set forth in Section 7.2(b) at the time the Claim is made, by the Indemnifying Party’s own counsel (which counsel shall be subject to the reasonable approval of Xxxx); provided, however, the Indemnifying Party may assume and undertake the defense of such a third party Claim only upon written agreement by the Indemnifying Party that the Indemnifying Party is obligated to fully indemnify the Xxxx Indemnitee with respect to such action. The Xxxx Indemnitee may participate, at the Xxxx Indemnitee’s own expense, in the defense of any Claim assumed by the Indemnifying Party, subject to Section 7.4(e). The Indemnifying Party shall not agree to any compromise or settlement of a Claim defended by the Indemnifying Party without the written approval of the Xxxx Indemnitee which, in the case of any proposed settlement involving solely the payment of monetary damages and no obligation, restriction on operations or adverse effect on any Xxxx Indemnitee, shall not be unreasonably withheld. (c) If, within thirty (30) days of the Indemnifying Party’s receipt of a Claims Notice, the Indemnifying Party shall not have timely notified provided the Indemnified Party of its election written agreement required by Section 7.4(b) and elected to assume defend the defenseClaim, the Indemnified Party Xxxx Indemnitee shall have the right to assume control of the defense of such Third Party Claim. If the Indemnifying Party does not elect to assume the defense of any Third Party Claim, it may give written notice to the Indemnified Party of its intent not to do so, in which event the Indemnified Party shall assume control of the defense and/or compromise of such Third Party Claim, subject and the costs and expenses of such defense, including reasonable attorneys’ fees, shall be added to the indemnification rights Claim. The Indemnifying Party shall promptly, and in any event within thirty (30) days after demand therefor, reimburse the Xxxx Indemnitee for the costs of defending the Indemnified Party hereunderClaim, including reasonable attorneys’ fees and expenses. (cd) The Party party assuming the defense of any Third Party Claim shall keep the other Party party reasonably informed at all times of the progress and development of its or their defense of and/or and compromise efforts with respect to such Third Party Claim and shall furnish the other Party party with copies of all relevant pleadings, correspondence and other papers. In addition, the Parties parties to this Agreement shall cooperate with each other, other and make available to each other and their representatives all available relevant records or other materials required by them for their use in defending, compromising or contesting any Third Party Claim. (e) In the event both the Xxxx Indemnitee and the Indemnifying Party are named as defendants in an action or proceeding initiated by a third party, they shall both be represented by the same counsel (on whom they shall agree), unless such counsel, the Xxxx Indemnitee, or the Indemnifying Party shall determine that such counsel has a conflict of interest in representing both the Xxxx Indemnitee and the Indemnifying Party in the same action or proceeding and the Xxxx Indemnitee and the Indemnifying Party do not waive such conflict to the satisfaction of such counsel, in which case each of the Xxxx Indemnitee and the Indemnifying Party shall have separate counsel and the reasonable fees and expenses of such counsel shall be paid by the Indemnifying Party.

Notice of Indemnity Claim. (a) If In the event that any Indemnified Party receives notice of a Third Party claim ("Claim") is hereafter asserted against or arises with respect to any United Indemnitee as to which such Indemnitee may be entitled to indemnification hereunder, the Indemnified Party United Indemnitee shall notify the Party required by Shareholders other than the terms of this Agreement to indemnify ESOP (collectively, the Indemnified Parties "Indemnifying Party") in writing thereof (the “"Claims Notice”") within ten (10) 10 days after (i) receipt of written notice of commencement of any third party litigation against such Indemnified PartyUnited Indemnitee, (ii) receipt by such Indemnified Party United Indemnitee of written notice of any Third Party Claim third party claim pursuant to an invoice, notice of claim or assessment, against such Indemnified PartyUnited Indemnitee, or (iii) such Indemnified Party United Indemnitee becomes aware of the existence of any other event, event in respect of which indemnification may be sought from the Indemnifying PartyParty (including, without limitation, any inaccuracy of any representation or warranty or breach of any covenant). The Claims Notice shall describe the Third Party Claim and the specific facts and circumstances in reasonable detail, and shall indicate the amount amount, if known, or an estimate, if possible, of Buyer’s or Seller’s Losses, as the case may be losses that has have been or may be incurred or suffered by Buyer or Seller, as the case may beUnited Indemnitee. (b) If The Indemnifying Party may elect to defend any Claim for money damages where the cumulative total of all Claims (including such Claims) do not exceed the limit set forth in Section 7.2 at the time the Claim is made, by the Indemnifying Party's own counsel; provided, however, the Indemnifying Party may assume and undertake the defense of such a third party Claim only upon written agreement by the Indemnifying Party that the Indemnifying Party is obligated to fully indemnify the United Indemnitee with respect to such action. The United Indemnitee may participate, at the United Indemnitee's own expense, in the defense of any Claim assumed by the Indemnifying Party. Without the written approval of the United Indemnitee, which approval shall not be unreasonably withheld, the Indemnifying Party shall not agree to any compromise of a Claim defended by the Indemnifying Party. (c) If, within 30 days of the Indemnifying Party's receipt of a Claims Notice, the Indemnifying Party shall not have timely notified provided the Indemnified Party of its election written agreement required by Section 7.3(b) and elected to assume defend the defenseClaim, the Indemnified Party United Indemnitee shall have the right to assume control of the defense of such Third Party Claim. If the Indemnifying Party does not elect to assume the defense of any Third Party Claim, it may give written notice to the Indemnified Party of its intent not to do so, in which event the Indemnified Party shall assume control of the defense and/or compromise of such Third Party Claim, subject and the costs and expenses of such defense, including reasonable attorneys' fees, shall be added to the indemnification rights Claim. The Indemnifying Party shall promptly, and in any event within 30 days reimburse the United Indemnitee for the costs of defending the Indemnified Party hereunderClaim, including attorneys' fees and expenses. (cd) The Party party assuming the defense of any Third Party Claim shall keep the other Party party reasonably informed at all times of the progress and development of its or their defense of and/or and compromise efforts with respect to such Third Party Claim and shall furnish the other Party party with copies of all relevant pleadings, correspondence and other papers. In addition, the Parties parties to this Agreement shall cooperate with each other, other and make available to each other and their representatives all available relevant records or other materials required by them for their use in defending, compromising or contesting any Third Claim. The failure to timely deliver a Claims Notice or otherwise notify the Indemnifying Party Claimof the commencement of such actions in accordance with this Section 7.3 shall not relieve the Indemnifying Party from the obligation to indemnify hereunder but only to the extent that the Indemnifying Party establishes by competent evidence that it has been prejudiced thereby. (e) In the event both the United Indemnitee and the Indemnifying Party are named as defendants in an action or proceeding initiated by a third party, they shall both be represented by the same counsel (on whom they shall agree), unless such counsel, the United Indemnitee, or the Indemnifying Party shall determine that such counsel has a conflict of interest in representing both the United Indemnitee and the Indemnifying Party in the same action or proceeding and the United Indemnitee and the Indemnifying Party do not waive such conflict to the satisfaction of such counsel.

Notice of Indemnity Claim. If any claim contemplated by Section 16 hereof shall be asserted against any of the Indemnified Persons in respect of which indemnification is or might reasonably be considered to be provided for in such section, such Indemnified Person shall notify the Company as soon as possible of the nature of such claim (provided that failure to so notify the Company of the nature of such claim in a timely fashion shall relieve the Company of liability hereunder only if and to the extent that such failure materially prejudices the Company's ability to defend such claim) and the Company shall be entitled (but not required) to assume the defence of any suit brought to enforce such claim, provided however, that the defence shall be through legal counsel selected by the Company and acceptable to the Indemnified Person acting reasonably. The Indemnified Person shall have the right to retain its own counsel in any proceeding relating to a claim contemplated by Section 16 if: (a) If any Indemnified Party receives notice of a Third Party Claim, the Indemnified Party shall notify Person has been advised in writing by counsel that there may be a reasonable legal defence available to the Party required Indemnified Person which is different from or additional to a defence available to the Company, or that a conflict of interest exists or reasonably may exist which makes representation by counsel chosen by the terms Company not advisable (in which case the Company shall not have the right to assume the defence of this Agreement to indemnify such proceedings on the Indemnified Parties in writing thereof Person's behalf); (b) the “Claims Notice”) Company shall not have undertaken the defence of such proceedings, or indicated its intent to do so, and employed counsel within ten (10) days after (i) receipt of written notice of commencement of any third party litigation against such Indemnified Party, (ii) receipt by such Indemnified Party of written notice of any Third Party Claim pursuant to an invoice, notice of claim or assessment, against such Indemnified Party, or (iii) such Indemnified Party becomes aware of the existence of any other event, in respect of which indemnification may be sought from the Indemnifying Party. The Claims Notice shall describe the Third Party Claim and the specific facts and circumstances in reasonable detail, and shall indicate the amount if known, or estimate, if possible, of Buyer’s or Seller’s Losses, as the case may be that has been or may be incurred or suffered by Buyer or Seller, as the case may be. (b) If the Indemnifying Party shall not have timely notified the Indemnified Party of its election to assume the defense, the Indemnified Party shall have the right to assume control of the defense of such Third Party Claim. If the Indemnifying Party does not elect to assume the defense of any Third Party Claim, it may give written notice to the Indemnified Party of its intent not to do so, in which event the Indemnified Party shall assume control of the defense and/or compromise of such Third Party Claim, subject to the indemnification rights of the Indemnified Party hereunder.proceedings; or (c) The Party assuming the defense employment of such counsel has been authorized by the Company in connection with the defence of such proceeding; and, in any Third Party Claim such event, the reasonable fees and expenses of such Indemnified Person's counsel (on a solicitor and his own client basis) shall keep be paid by the other Party reasonably informed at all times Company; it being understood, however, that the Company shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the progress same general allegations or circumstances, be liable for the fees and development expenses of its defense more than one separate law firm (in addition to any local counsel) for all Indemnified Persons. It is the intention of and/or compromise efforts with respect the Company to constitute the Agents as trustees for the Indemnified Persons for the purposes of Section 16, Section 17 and Section 18 and the Agents agree to accept such Third Party Claim trust and shall furnish the other Party with copies to hold and enforce such covenants on behalf of all relevant pleadings, correspondence and other papers. In addition, the Parties to this Agreement shall cooperate with each other, and make available to each other and their representatives all available relevant records or other materials required by them for their use in defending, compromising or contesting any Third Party Claimsuch Indemnified Persons.

Notice of Indemnity Claim. (a) If In the event that any Indemnified Party receives notice of a Third Party claim ("Claim") is hereafter asserted against or arises with respect to any Indemnitee as to which such Indemnitee may be entitled to indemnification hereunder, the Indemnified Party Indemnitee shall notify the Party required by Seller and the terms of this Agreement to indemnify Shareholder (collectively, the Indemnified Parties "Indemnifying Party") in writing thereof (the “"Claims Notice”") within ten (10) 60 days after (i) receipt of written notice of commencement of any third party litigation against such Indemnified PartyIndemnitee, (ii) receipt by such Indemnified Party Indemnitee of written notice of any Third Party Claim third party claim pursuant to an invoice, notice of claim or assessment, against such Indemnified PartyIndemnitee, or (iii) such Indemnified Party Indemnitee becomes aware of the existence of any other event, event in respect of which indemnification may be sought from the Indemnifying PartyParty (including, without limitation, any inaccuracy of any representation or warranty or breach of any covenant). The Claims Notice shall describe the Third Party Claim and the specific facts and circumstances in reasonable detail, and shall indicate the amount amount, if known, or an estimate, if possible, of Buyer’s or Seller’s Losses, as the case may be losses that has have been or may be incurred or suffered by Buyer or Seller, as the case may beIndemnitee. (b) If The Indemnifying Party may elect to defend any Claim for money damages where the cumulative total of all Claims (including such Claims) do not exceed the limit set forth in Section 10.2 at the time the Claim is made, by the Indemnifying Party's own counsel; provided, however, the Indemnifying Party may assume and undertake the defense of such a third party Claim only upon written agreement by the Indemnifying Party that the Indemnifying Party is obligated to fully indemnify the Indemnitee with respect to such action. The Indemnitee may participate, at the Indemnitee's own expense, in the defense of any Claim assumed by the Indemnifying Party. Without the written approval of the Indemnitee, which approval shall not be unreasonably withheld, the Indemnifying Party shall not agree to any compromise of a Claim defended by the Indemnifying Party. (c) If, within 30 days of the Indemnifying Party's receipt of a Claims Notice, the Indemnifying Party shall not have timely notified provided the Indemnified Party of its election written agreement required by Section 10.3(b) and elected to assume defend the defenseClaims, the Indemnified Party Indemnitee shall have the right to assume control of the defense of such Third Party Claim. If the Indemnifying Party does not elect to assume the defense of any Third Party Claim, it may give written notice to the Indemnified Party of its intent not to do so, in which event the Indemnified Party shall assume control of the defense and/or compromise of such Third Party Claim, subject and the costs and expenses of such defense, including reasonable attorneys' fees, shall be added to the indemnification rights Claim. The Indemnifying Party shall promptly, and in any event within 30 days reimburse the Indemnitee for the costs of defending the Indemnified Party hereunderClaim, including attorneys' fees and expenses. (cd) The Party party assuming the defense of any Third Party Claim shall keep the other Party party reasonably informed at all times of the progress and development of its or their defense of and/or and compromise efforts with respect to such Third Party Claim and shall furnish the other Party party with copies of all relevant pleadings, correspondence and other papers. In addition, the Parties parties to this Agreement shall cooperate with each other, other and make available to each other and their representatives all available relevant records or other materials required by them for their use in defending, compromising or contesting any Third Claim. The failure to timely deliver a Claims Notice or otherwise notify the Indemnifying Party Claimof the commencement of such actions in accordance with this Section 10.3 shall not relieve the Indemnifying Party from the obligation to indemnify hereunder but only to the extent that the Indemnifying Party establishes by competent evidence that it has been prejudiced thereby. (e) In the event both the Indemnitee and the Indemnifying Party are named as defendants in an action or proceeding initiated by a third party, they shall both be represented by the same counsel (on whom they shall agree), unless such counsel, the Indemnitee, or the Indemnifying Party shall determine that such counsel has a conflict of interest in representing both the Indemnitee and the Indemnifying Party in the same action or proceeding and the Indemnitee and the Indemnifying Party do not waive such conflict to the satisfaction of such counsel.

Notice of Indemnity Claim. (a) If any Indemnified Party receives notice claim contemplated by Section 19 shall be asserted against any of a Third Party Claim, the Indemnified Party shall notify the Party required by the terms of this Agreement to indemnify the Indemnified Parties in writing thereof (the “Claims Notice”) within ten (10) days after (i) receipt of written notice of commencement of any third party litigation against such Indemnified Party, (ii) receipt by such Indemnified Party of written notice of any Third Party Claim pursuant to an invoice, notice of claim or assessment, against such Indemnified Party, or (iii) such Indemnified Party becomes aware of the existence of any other event, Persons in respect of which indemnification may is or might reasonably be sought from considered to be provided for in such section, such Indemnified Person shall notify the Indemnifying Party. The Claims Notice shall describe Corporation as soon as possible of the Third Party Claim nature of such claim and the specific facts and circumstances in reasonable detail, and Corporation shall indicate the amount if known, or estimate, if possible, of Buyer’s or Seller’s Losses, as the case may be that has been or may be incurred or suffered by Buyer or Seller, as the case may be. entitled (bbut not required) If the Indemnifying Party shall not have timely notified the Indemnified Party of its election to assume the defensedefence of any suit brought to enforce such claim; provided, however, that the defence shall be through legal counsel selected by the Corporation and acceptable to the Indemnified Party Person acting reasonably and that no admission of liability or settlement may be made by the Corporation or the Indemnified Person without the prior written consent of the other, such consent not to be unreasonably withheld. The Indemnified Person shall have the right to assume control retain its own counsel in any proceeding relating to a claim contemplated by Section 19 if: (a) the Indemnified Person has been advised in writing by counsel that there may be a material legal defence available to the Indemnified Person which is different from or additional to a defence available to the Corporation or that a conflict of interest exists or reasonably may exist which makes representation by counsel chosen by the defense of such Third Party Claim. If Corporation not advisable (in which case the Indemnifying Party does Corporation shall not elect have the right to assume the defense defence of any Third Party Claim, it may give written notice to such proceedings on the Indemnified Party of its intent Person’s behalf); (b) the Corporation shall not to do so, in which event have undertaken the Indemnified Party shall assume control of the defense and/or compromise defence of such Third Party Claim, subject to the indemnification rights proceedings and employed counsel within ten days after notice of the Indemnified Party hereunder.commencement of such proceedings; or (c) the employment of such counsel has been authorized by the Corporation in connection with the defence of such proceeding; and, in any such event, the reasonable fees and expenses of such Indemnified Person’s counsel shall be paid by the Corporation; it being understood, however, that the Corporation shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate law firm (in addition to any local counsel) for all Indemnified Persons unless the Indemnified Persons are required to be represented by separate legal counsel. It is the intention of the Corporation to constitute the Underwriters as trustee for the Indemnified Persons for the purposes of Section 19, Section 20 and Section 21 and the Underwriters agree to accept such trust and to hold and enforce such covenants on behalf of such persons. The Party assuming indemnity obligations of the defense Corporation pursuant to this Section 20 shall be in addition to any liability which the Corporation may otherwise have, shall extend upon the same terms and conditions to those of the Indemnified Persons who are not signatories hereto and shall be binding upon and enure to the benefit of any Third Party Claim shall keep the other Party reasonably informed at all times successors, assigns, heirs and personal representatives of the progress Corporation and development the Indemnified Persons. The provisions of its defense this Section 20 shall survive the completion of and/or compromise efforts with respect to such Third Party Claim and shall furnish the other Party with copies Offering or any termination of all relevant pleadings, correspondence and other papers. In addition, the Parties to this Agreement shall cooperate with each other, and make available to each other and their representatives all available relevant records or other materials required by them for their use in defending, compromising or contesting any Third Party ClaimOffering.