Common use of Notice to Indemnifying Party Clause in Contracts

Notice to Indemnifying Party. If any party (the "Indemnitee") receives notice of any claim or the commencement of any action or proceeding with respect to which the other party (or parties) is obligated to provide indemnification (the "Indemnifying Party") pursuant to Sections 3.3 or 5.3 hereof, the Indemnitee shall give the Indemnifying Party written notice thereof within a reasonable period of time following the Indemnitee’s receipt of such notice. Such notice shall describe the claim in reasonable detail and shall indicate the amount (estimated if necessary) of the losses that have been or may be sustained by the Indemnitee. The Indemnifying Party may, subject to the other provisions of this Section 11.2, compromise or defend, at such Indemnifying Party's own expense and by such Indemnifying Party's own counsel, any such matter involving the asserted liability of the Indemnitee in respect of a third-party claim. If the Indemnifying Party elects to compromise or defend such asserted liability, it shall within thirty (30) days (or sooner, if the nature of the asserted liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee, shall reasonably cooperate, at the request and reasonable expense of the Indemnifying Party, in the compromise of, or defense against, such asserted liability. The Indemnifying Party will not be released from any obligation to indemnify the Indemnitee hereunder with respect to a claim without the prior written consent of the Indemnitee, unless the Indemnifying Party delivers to the Indemnitee a duly executed agreement settling or compromising such claim with no monetary liability to or injunctive relief against the Indemnitee and a complete release of the Indemnitee with respect thereto. The Indemnifying Party shall have the right to conduct and control the defense of any third-party claim made for which it has been provided notice hereunder. All costs and fees incurred with respect to any such claim will be borne by the Indemnifying Party. The Indemnitee will have the right to participate, but not control, at its own expense, the defense or settlement of any such claim; provided, that if the Indemnitee and the Indemnifying Party shall have conflicting claims or defenses, the Indemnifying Party shall not have control of such conflicting claims or defenses and the Indemnitee shall be entitled to appoint a separate counsel for such claims and defenses at the cost and expense of the Indemnifying Party. If the Indemnifying Party chooses to defend any claim, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its control that are reasonably required for such defense. Notice

Notice to Indemnifying Party. If any party (the "“Indemnitee"”) receives notice of any claim or the commencement of any action or proceeding with respect to which the other party (or parties) is obligated to provide indemnification (the "“Indemnifying Party"”) pursuant to Sections 3.3 or 5.3 hereof, the Indemnitee shall give the Indemnifying Party written notice thereof within a reasonable period of time following the Indemnitee’s receipt of such notice. Such notice shall describe the claim in reasonable detail and shall indicate the amount (estimated if necessary) of the losses that have been or may be sustained by the Indemnitee. The Indemnifying Party may, subject to the other provisions of this Section 11.2, compromise or defend, at such Indemnifying Party's ’s own expense and by such Indemnifying Party's ’s own counsel, any such matter involving the asserted liability of the Indemnitee in respect of a third-party claim. If the Indemnifying Party elects to compromise or defend such asserted liability, it shall within thirty (30) days (or sooner, if the nature of the asserted liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee, shall reasonably cooperate, at the request and reasonable expense of the Indemnifying Party, in the compromise of, or defense against, such asserted liability. The Indemnifying Party will not be released from any obligation to indemnify the Indemnitee hereunder with respect to a claim without the prior written consent of the Indemnitee, unless the Indemnifying Party delivers to the Indemnitee a duly executed agreement settling or compromising such claim with no monetary liability to or injunctive relief against the Indemnitee and a complete release of the Indemnitee with respect thereto. The Indemnifying Party shall have the right to conduct and control the defense of any third-party claim made for which it has been provided notice hereunder. All costs and fees incurred with respect to any such claim will be borne by the Indemnifying Party. The Indemnitee will have the right to participate, but not control, at its own expense, the defense or settlement of any such claim; provided, that if the Indemnitee and the Indemnifying Party shall have conflicting claims or defenses, the Indemnifying Party shall not have control of such conflicting claims or defenses and the Indemnitee shall be entitled to appoint a separate counsel for such claims and defenses at the cost and expense of the Indemnifying Party. If the Indemnifying Party chooses to defend any claim, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its control that are reasonably required for such defense. Notice.

Notice to Indemnifying Party. If any party hereto (the "“Indemnitee"”) receives written notice of any third party claim or potential claim or the commencement of any action or proceeding with respect of any third party that could give rise to which an obligation on the other part of another party (or parties) is obligated to provide indemnification (the "“Indemnifying Party"”) pursuant to Sections 3.3 or 5.3 hereofthis Agreement, the Indemnitee shall promptly give the Indemnifying Party written notice thereof within a reasonable period of time following (the “Indemnification Notice”); provided, however, that the failure to give the Indemnification Notice promptly shall not impair the Indemnitee’s receipt right to indemnification in respect of such noticeclaim, action or proceeding unless, and only to the extent that, the lack of prompt notice adversely affects the ability of the Indemnifying Party to defend against or diminish the Losses arising out of such claim, action or proceeding. Such notice The Indemnification Notice shall describe contain factual information describing the asserted claim in reasonable detail (to the extent known to the Indemnitee) and shall indicate the amount (estimated if necessary) include copies of the losses that have been any notice or may be sustained by the Indemnitee. The Indemnifying Party may, subject to the other provisions of this Section 11.2, compromise or defend, at such Indemnifying Party's own expense and by such Indemnifying Party's own counsel, documents received from any such matter involving the asserted liability of the Indemnitee third party in respect of a third-party claim. If the Indemnifying Party elects to compromise or defend any such asserted liability, it shall within thirty (30) days (or sooner, if the nature of the asserted liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee, shall reasonably cooperate, at the request and reasonable expense of the Indemnifying Party, in the compromise of, or defense against, such asserted liability. The Indemnifying Party will not be released from any obligation to indemnify the Indemnitee hereunder with respect to a claim without the prior written consent of the Indemnitee, unless the Indemnifying Party delivers to the Indemnitee a duly executed agreement settling or compromising such claim with no monetary liability to or injunctive relief against the Indemnitee and a complete release of the Indemnitee with respect theretoclaim. The Indemnifying Party shall have the right to conduct assume the defense of a third party claim or suit described in this Section 6.03 at its own cost and expense and with counsel of its own choosing; provided, however, that the Indemnifying Party acknowledges in writing (at the time it elects to assume the defense of such claim or suit, which shall be not later than thirty (30) days after the date of the Indemnification Notice) its obligation under this Section 6.03 to indemnify the Indemnitee with respect to such claim or suit; the Indemnitee is kept fully informed of all substantive developments and is furnished copies of all substantive papers; the Indemnitee is given the opportunity, at its option, to participate at its own cost and expense and with counsel of its own choosing in the defense of such claim or suit; and the Indemnifying Party diligently prosecutes the defense of such claim or suit. In the event that all of the conditions of the foregoing provision are not satisfied, the Indemnitee shall have the right, without impairing any of its rights to indemnification as provided herein, to assume and control the defense of any third-party claim made for which it has been provided notice hereunder. All costs and fees incurred with respect to any such claim will be borne by the Indemnifying Partyor suit and to settle such claim or suit. The Indemnitee will have the right to participate, but not control, at its own expense, the defense or Indemnifying Party shall make no settlement of any such claim; provided, that if third party claim or suit without the prior written consent of the Indemnitee and (which shall not be unreasonably withheld or delayed). No settlement of any such third party claim or suit shall be made by the Indemnitee if the Indemnifying Party shall have conflicting claims or defenses, assumed the Indemnifying Party shall not have control of such conflicting claims or defenses defense thereof and the Indemnitee shall be entitled to appoint a separate counsel for such claims and defenses at the cost and expense of the Indemnifying Partyin substantial compliance with its obligations with respect thereto as set forth above in this Section 6.03. If the Indemnifying Party chooses to defend any claim, the Indemnitee shall make available to the Indemnifying Party Party, any books, records or other documents within its control that are reasonably required necessary or appropriate for such defense. NoticeNotwithstanding the foregoing, the Indemnitee shall have the right to employ separate counsel at the Indemnifying Party’s expense and to control its own defense of such asserted liability if in the written opinion of counsel to such Indemnitee a conflict or potential conflict exists between the Indemnifying Party and such Indemnitee that would make such separate representation advisable.

Notice to Indemnifying Party. If any party (the "Indemnitee") receives notice of any claim or the commencement of any action or proceeding with respect to which the other party (or parties) is obligated to provide indemnification (the "Indemnifying Party") pursuant to Sections 3.3 8.2(a) or 5.3 8.2(b) hereof, the Indemnitee shall give the Indemnifying Party written notice thereof within a reasonable period of time following the Indemnitee’s 's receipt of such notice. Such notice shall describe the claim in reasonable detail and shall indicate the amount (estimated if necessary) of the losses Losses that have been or may be sustained by the Indemnitee. The Indemnifying Party may, subject to the other provisions of this Section 11.28.2(c), compromise or defend, at such Indemnifying Party's own expense and by such Indemnifying Party's own counsel, any such matter involving the asserted liability of the Indemnitee in respect of a third-party claim. If the Indemnifying Party elects to compromise or defend such asserted liability, it shall within thirty (30) days (or sooner, if the nature of the asserted liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee, shall reasonably cooperate, at the request and reasonable expense of the Indemnifying Party, in the compromise of, or defense against, such asserted liability. The Indemnifying Party will not be released from any obligation to indemnify the Indemnitee hereunder with respect to a claim without the prior written consent of the Indemnitee, unless the Indemnifying Party delivers to the Indemnitee a duly executed agreement settling or compromising such claim with no monetary liability to or injunctive relief against the Indemnitee and a complete release of the Indemnitee with respect thereto. The Indemnifying Party shall have the right to conduct and control the defense of any third-party claim made for which it has been provided notice hereunder. All costs and fees incurred with respect to any such claim will be borne by the Indemnifying Party. The Indemnitee will have the right to participate, but not control, at its own expense, the defense or settlement of any such claim; provided, that if the Indemnitee and the Indemnifying Party shall have conflicting claims or defenses, the Indemnifying Party shall not have control of such conflicting claims or defenses and the Indemnitee shall be entitled to appoint a separate counsel for such claims and defenses at the cost and expense of the Indemnifying Party. If the Indemnifying Party chooses to defend any claim, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its control that are reasonably required for such defense. Notice.

Notice to Indemnifying Party. If any party (the "“Indemnitee"”) receives notice of any claim or the commencement of any action or proceeding with respect to which the any other party (or parties) is obligated to provide indemnification (the "“Indemnifying Party"”) pursuant to Sections 3.3 Section 11.1 or 5.3 hereof11.2, the Indemnitee shall promptly give the Indemnifying Party written notice thereof within a reasonable period of time following the Indemnitee’s receipt of such noticethereof. Such notice shall be a condition precedent to any liability of the Indemnifying Party under the provisions for indemnification contained in this Agreement and shall describe the claim in reasonable detail and shall indicate the amount (estimated if necessary) of the losses Loss that have has been or may be sustained by the Indemnitee. The Indemnifying Party may, subject may elect to the other provisions of this Section 11.2, compromise or defend, at such Indemnifying Party's ’s own expense and by such Indemnifying Party's ’s own counsel, any such matter involving the asserted liability of the Indemnitee in respect of a third-party claimIndemnitee. If the Indemnifying Party elects to compromise or defend such asserted liability, it shall within thirty fifteen (3015) days (or sooner, if the nature of the asserted liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee, Indemnitee shall reasonably cooperate, at the request and reasonable expense of the Indemnifying Party, in the compromise of, or defense against, any such asserted liability. The Indemnifying Party will not be released from any obligation to indemnify (In such case the Indemnitee hereunder with respect to a claim without the prior written consent of the Indemnitee, unless the Indemnifying Party delivers to the Indemnitee a duly executed agreement settling or compromising such claim with no monetary liability to or injunctive relief against the Indemnitee and a complete release of the Indemnitee with respect thereto. The Indemnifying Party shall have the right to conduct and control the defense of any third-party claim made for which it has been provided notice hereunder. All costs and fees incurred with respect to any such claim will be borne by the Indemnifying Party. The Indemnitee will have the right to may participate, but not control, at its own expense, in such defense.) If the defense Indemnifying Party elects not to compromise or settlement defend against the asserted liability, or fails to notify the Indemnitee of its election as herein provided, the Indemnitee may at the Indemnifying Party's expense, pay, compromise or defend such asserted liability. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any such claimclaim over the objection of the other; provided, however, that if the Indemnitee and the Indemnifying Party shall have conflicting claims consent to settlement or defenses, the Indemnifying Party compromise shall not have control of such conflicting claims or defenses and the Indemnitee shall be entitled to appoint a separate counsel for such claims and defenses at the cost and expense of the Indemnifying Partyunreasonably withheld. If the Indemnifying Party chooses to defend any claim, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its control that are reasonably required necessary or appropriate for such defense. Notice.

Notice to Indemnifying Party. If any party (the "Indemnitee") receives notice of any claim or the commencement of any action or proceeding with respect to which the other party (or parties) is obligated to provide indemnification (the "Indemnifying Party") pursuant to Sections 3.3 or 5.3 hereof, the Indemnitee shall give the Indemnifying Party written notice thereof within a reasonable period of time following the Indemnitee’s receipt of such notice. Such notice shall describe the claim in reasonable detail and shall indicate the amount (estimated if necessary) of the losses that have been or may be sustained by the Indemnitee. The Indemnifying Party may, subject to the other provisions of this Section 11.2, compromise or defend, at such Indemnifying Party's own expense and by such Indemnifying Party's own counsel, any such matter involving the asserted liability of the Indemnitee in respect of a third-party claim. If the Indemnifying Party elects to compromise or defend such asserted liability, it shall within thirty (30) days (or sooner, if the nature of the asserted liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee, shall reasonably cooperate, at the request and reasonable expense of the Indemnifying Party, in the compromise of, or defense against, such asserted liability. The Indemnifying Party will not be released from any obligation to indemnify the Indemnitee hereunder with respect to a claim without the prior written consent of the Indemnitee, unless the Indemnifying Party delivers to the Indemnitee a duly executed agreement settling or compromising such claim with no monetary liability to or injunctive relief against the Indemnitee and a complete release of the Indemnitee with respect thereto. The Indemnifying Party shall have the right to conduct and control the defense of any third-party claim made for which it has been provided notice hereunder. All costs and fees incurred with respect to any such claim will be borne by the Indemnifying Party. The Indemnitee will have the right to participate, but not control, at its own expense, the defense or settlement of any such claim; provided, that if the Indemnitee and the Indemnifying Party shall have conflicting claims or defenses, the Indemnifying Party shall not have control of such conflicting claims or defenses and the Indemnitee shall be entitled to appoint a separate counsel for such claims and defenses at the cost and expense of the Indemnifying Party. If the Indemnifying Party chooses to defend any claim, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its control that are reasonably required for such defense. Notice.

Notice to Indemnifying Party. If any party Party (the "Indemnitee") receives notice of any claim claim, occurrence or the commencement of any action or proceeding matter ("Indemnification Matter") with respect to which the any other party Party (or partiesParties) is obligated to provide indemnification (collectively, the "Indemnifying Party") pursuant to Sections 3.3 Section 9.1 or 5.3 hereofSection 9.2, the Indemnitee shall promptly give written notice thereof (the "Indemnification Notice") to the Indemnifying Party written notice thereof within a reasonable period of time following the Indemnitee’s receipt of such notice(including supporting documentation, if any). Such notice shall describe the claim in reasonable detail and shall indicate the amount (estimated if necessary) be a condition precedent to any Liability of the losses that have been or may be sustained by the Indemnitee. The Indemnifying Party mayunder the provisions for indemnification contained in this Agreement. Except as provided below, subject to the other provisions of this Section 11.2Indemnifying Party may compromise, compromise settle or defend, at such Indemnifying Party's own expense and by such Indemnifying Party's own counsel, any such matter involving the asserted liability Liability of the Indemnitee in respect of a third-party claimIndemnitee. If In any event, the Indemnitee, the Indemnifying Party elects to compromise or defend such asserted liability, it shall within thirty (30) days (or sooner, if the nature of the asserted liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee, shall reasonably cooperate, at the request and reasonable expense of the Indemnifying Party's counsel, as the case may be, shall cooperate in the compromise of, settlement or defense against, any such asserted liability. The Indemnifying Party will not be released from any obligation to indemnify the Indemnitee hereunder with respect to a claim without the prior written consent of the Indemnitee, unless the Indemnifying Party delivers to the Indemnitee a duly executed agreement settling or compromising such claim with no monetary liability to or injunctive relief against the Indemnitee and a complete release of the Indemnitee with respect theretoLiability. The Indemnifying Party shall have the right to conduct defend and control the defense of any third-party claim made for which it has been provided notice hereunder. All costs and fees incurred with respect to any such claim will be borne by the Indemnifying Partyasserted Liability. The Indemnitee will have the right to may participate, but not control, at its own expensecost, in the compromise, settlement or defense or settlement of any such claim; providedasserted Liability with counsel of its own choosing. Moreover, that if the Indemnitee and the Indemnifying Party shall have conflicting claims or defensesfails to assume the defense of any such matter, the Indemnifying Party shall not have Indemnitee may defend (and control the defense of) such matter with counsel of such conflicting claims or defenses and the Indemnitee shall be entitled to appoint a separate counsel for such claims and defenses its own choosing at the sole cost and expense of the Indemnifying Party. If In connection with the Indemnifying Party chooses to defend Party's defense of any claim, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its control that are reasonably required necessary or appropriate for such defense. Notice.

Notice to Indemnifying Party. If any party (the "Indemnitee") receives written notice of any actual or possible claim or the commencement of any action action, or proceeding with respect to which the other party (or parties) is allegedly obligated to provide indemnification Indemnification (the "Indemnifying Party") pursuant to Sections 3.3 Section 11.1 or 5.3 hereof11.2, the Indemnitee shall give to the Indemnifying Party written notice thereof within a reasonable period of time following the Indemnitee’s receipt of such noticethereof. Such notice shall be a condition precedent to any liability of the Indemnifying Party under the provisions for indemnification contained in this Agreement, and shall describe the claim in reasonable detail and shall indicate the estimated amount (estimated if necessary) of the losses Loss, to the extent possible, that have has been or may be sustained by the Indemnitee. The Indemnifying Party may, subject may elect to the other provisions of this Section 11.2, compromise or defend, at such Indemnifying Party's own expense expense, and by such Indemnifying Party's own counsel, any such matter involving the asserted liability of the Indemnitee in respect of a third-party claimIndemnitee. If the Indemnifying Party elects to compromise or defend such asserted liability, it shall within thirty (30) 30 days (or sooner, if the nature of the asserted liability so requires) notify the Indemnitee of its intent to do soso and proceed with the compromise or defense thereof in a timely manner so as not to prejudice the interests of the Indemnitee, and the Indemnitee, Indemnitee shall reasonably cooperate, at the request and reasonable expense of the Indemnifying Party, in the compromise of, or defense against, any such asserted liability. The Indemnifying Party will , so long as such compromise or defense does not be released from any obligation to indemnify adversely affect the Indemnitee hereunder with respect to a claim without the prior written consent past, present or future interests of the Indemnitee, unless . If the Indemnifying Party delivers elects not to compromise or defend against the asserted liability, or fails to notify the Indemnitee of its election to do so as and when herein provided, the Indemnitee may pay, compromise or defend such asserted liability, as it sees fit, after 15 days written notice to the Indemnitee a duly executed agreement settling or compromising such claim with no monetary liability Indemnifying Party of its intention to or injunctive relief against do so. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee and a complete release may settle or compromise any claim over the objection of the other; provided, however, that consent to settlement or compromise shall not be unreasonably withheld, and, provided further, that a claim may be settled or compromised by the Indemnitee with respect thereto. The despite the objection of the Indemnifying Party shall have the right to conduct and control the defense of any third-party claim made for which it has been provided notice hereunder. All costs and fees incurred with respect to any such claim will be borne by if the Indemnifying PartyParty has failed to undertake to settle, compromise or defend the claim as and when herein provided, or in a manner which protects the interests of the Indemnitee. The Indemnitee will have and the right to Indemnifying Party may each participate, but not control, at its own expense, in the defense or settlement of any such claim; provided, that if the Indemnitee and the Indemnifying Party shall have conflicting claims or defenses, the Indemnifying Party shall not have control of such conflicting claims or defenses and the Indemnitee shall be entitled to appoint a separate counsel for such claims and defenses at the cost and expense of the Indemnifying Partyasserted liability. If the Indemnifying Party chooses to defend any claim, the Indemnitee Indemnitee, at the expense of the Indemnifying Party, shall make available to the Indemnifying Party any books, records or other documents within its or his control that are reasonably required necessary or appropriate for such defense. Notice.

Notice to Indemnifying Party. If any party Party (the "IndemniteeIndemnified Party") receives notice of any claim or the other commencement of any action or proceeding with respect to which the any other party Party (or parties) is obligated to provide indemnification (the "Indemnifying Party") is obligated to provide indemnification pursuant to Sections 3.3 8.2 or 5.3 hereof8.3, the Indemnitee Indemnified Party shall promptly give the Indemnifying Party written notice thereof within a reasonable period which notice shall specify, if known, the amount or an estimate of time following the Indemnitee’s receipt amount of such noticethe liability arising therefrom. Such notice shall describe the claim in reasonable detail and shall indicate the amount (estimated if necessary) of the losses that have been or may be sustained by the Indemnitee. The Indemnifying Party may, subject a condition precedent to the other provisions of this Section 11.2, compromise or defend, at such Indemnifying Party's own expense and by such Indemnifying Party's own counsel, any such matter involving the asserted liability of the Indemnitee in respect of a third-party claim. If the Indemnifying Party elects to compromise or defend such asserted liability, it shall within thirty (30) days (or sooner, if the nature of the asserted liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee, shall reasonably cooperate, at the request and reasonable expense of the Indemnifying Party, in the compromise of, or defense against, such asserted liabilityfor indemnification hereunder. The Indemnifying Indemnified Party will shall not be released from settle or compromise any obligation claim by a third party for which it is entitled to indemnify the Indemnitee hereunder with respect to a claim indemnification hereunder, without the prior written consent of the Indemnitee, unless the Indemnifying Party delivers to the Indemnitee a duly executed agreement settling (which shall not be unreasonably withheld or compromising such claim with no monetary liability to or injunctive relief against the Indemnitee and a complete release of the Indemnitee with respect thereto. The Indemnifying Party delayed) unless suit shall have the right to conduct been instituted against it and control the defense of any third-party claim made for which it has been provided notice hereunder. All costs and fees incurred with respect to any such claim will be borne by the Indemnifying Party. The Indemnitee will have the right to participate, but not control, at its own expense, the defense or settlement of any such claim; provided, that if the Indemnitee and the Indemnifying Party shall have conflicting claims or defenses, the Indemnifying Party shall not have taken control of such conflicting claims or defenses and suit after notification thereof as provided in Section 8.5. Failure by the Indemnitee shall be entitled Indemnified Party to appoint a separate counsel for such claims and defenses at give notice promptly will not affect the cost and expense indemnification obligations of the Indemnifying Party. If Party except and to the extent the Indemnifying Party chooses is prejudiced thereby. Notwithstanding the generality of the foregoing and the limitations set forth in Section 10.11 below, Buyer shall have the right to defend settle any claimclaim or demand made by the Chief Scientist for which Buyer is entitled to indemnification under Section 8.2.6 above, provided that such claim or demand is not settled by Seller within 120 days of delivery of notice to Seller with respect thereto. In such event, without derogating from any other right of Buyer hereunder, Buyer shall have the Indemnitee shall make available right to the Indemnifying Party offset any books, records such claim against any sums of money or other documents within its control that are reasonably required for such defense. Noticeconsideration which may be due and payable to Seller or the Preferred Shareholders.

Notice to Indemnifying Party. If any party of the Parent Indemnified Parties (the "Indemnitee") has a claim or potential claim or receives notice of any claim or potential claim or the commencement of any action or proceeding with respect that could give rise to which an obligation on the other party (or parties) is obligated to provide indemnification part of Stockholder (the "Indemnifying Party") to provide indemnification pursuant to Sections 3.3 or 5.3 hereofSection 11.1, Parent, on behalf of the Indemnitee Parent Indemnified Parties, shall promptly give the Indemnifying Party written notice thereof within thereof; provided that no failure by Indemnitee to provide any notice, permit any participation or seek any consent under this Article 11 shall relieve the Indemnifying Party of its obligations under this Article 11 unless and only to the extent that such failure shall increase the amount of a reasonable period of time following the Indemnitee’s receipt of such noticeLoss. Such notice shall describe the claim in reasonable detail and detail, shall indicate the amount (estimated if necessary) of the losses Losses that have has been or may be sustained by the IndemniteeIndemnitee and shall be accompanied by supporting documentation, if any. The Indemnifying Party may, subject may elect to the other provisions of this Section 11.2, compromise or defend, at such Indemnifying Party's own expense and by such Indemnifying Party's own counsel, any such matter involving the asserted liability Liability of the Indemnitee in respect of a third-party claimIndemnitee. If the Indemnifying Party elects to compromise or defend such asserted liabilityLiability, it shall within thirty (30) days (or sooner, if the nature of the asserted liability Liability so requires) notify the Indemnitee of its intent to do so, so and the Indemnitee, Indemnitee shall reasonably cooperate, at the request and reasonable expense of the Indemnifying Party, in the compromise of, or defense against, any such asserted liabilityLiability. The If the Indemnifying Party will not be released from any obligation fails to indemnify compromise or defend such asserted Liability, or fails to notify the Indemnitee hereunder with respect to a of its election as herein provided, the Indemnitee may, at the Indemnifying Party's expense, pay, compromise or defend such asserted Liability. Notwithstanding the foregoing, the Indemnifying Party may not settle or compromise any claim without over the prior written consent objection of the Indemnitee; provided, unless however, that if the settlement or compromise does not result in any Liability to the Indemnitee or otherwise requires the Indemnitee to take any action or refrain from taking any action, consent to such settlement or compromise shall not be unreasonably withheld. In any event, the Indemnitee and the Indemnifying Party delivers to the Indemnitee a duly executed agreement settling or compromising such claim with no monetary liability to or injunctive relief against the Indemnitee and a complete release of the Indemnitee with respect thereto. The Indemnifying Party shall have the right to conduct and control the defense of any third-party claim made for which it has been provided notice hereunder. All costs and fees incurred with respect to any such claim will be borne by the Indemnifying Party. The Indemnitee will have the right to may each participate, but not control, at its own expense, in the defense or settlement of any such claim; provided, that if the Indemnitee and the Indemnifying Party shall have conflicting claims or defenses, the Indemnifying Party shall not have control of such conflicting claims or defenses and the Indemnitee shall be entitled to appoint a separate counsel for such claims and defenses at the cost and expense of the Indemnifying Partyasserted Liability. If the Indemnifying Party chooses to defend any claim, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its control that are reasonably required necessary or appropriate for such defense. NoticeNotwithstanding the foregoing, the Indemnitee shall have the right to employ separate counsel at the Indemnifying Party's expense and to control its own defense of such asserted Liability if (a) there are or may be legal defenses available to such Indemnitee or to other Indemnities that are different from or additional to those available to the Indemnifying Party or (b) in the reasonable opinion of counsel to such Indemnitee, a conflict or potential conflict exists between the Indemnifying Party and such Indemnitee that would make such separate representation advisable.

Notice to Indemnifying Party. If any party (the "Indemnitee") receives notice of any claim or the commencement of any action or proceeding with respect to which the other party (or parties) is obligated to provide indemnification (the "Indemnifying Party") pursuant to Sections 3.3 or 5.3 hereof, the Indemnitee shall give the Indemnifying Party written notice thereof within a reasonable period of time following the Indemnitee’s receipt of such notice. Such notice shall describe the claim in reasonable detail and shall indicate the amount (estimated if necessary) of the losses that have been or may be sustained by the Indemnitee. The Indemnifying Party may, subject to the other provisions of this Section 11.2, compromise or defend, at such Indemnifying Party's own expense and by such Indemnifying Party's own counsel, any such matter involving the asserted liability of the Indemnitee in respect of a third-party claim. If the Indemnifying Party elects to compromise or defend such asserted liability, it shall within thirty (30) days (or sooner, if the nature of the asserted liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee, shall reasonably cooperate, at the request and reasonable expense of the Indemnifying Party, in the compromise of, or defense against, such asserted liability. The Indemnifying Party will not be released from any obligation to indemnify the Indemnitee hereunder with respect to a claim without the prior written consent of the Indemnitee, unless the Indemnifying Party delivers to the Indemnitee a duly executed agreement settling or compromising such claim with no monetary liability to or injunctive relief against the Indemnitee and a complete release of the Indemnitee with respect thereto. The Indemnifying Party shall have the right to conduct and control the defense of any third-party claim made for which it has been provided notice hereunder. All costs and fees incurred with respect to any such claim will be borne by the Indemnifying Party. The Indemnitee will have the right to participate, but not control, at its own expense, the defense or settlement of any such claim; provided, that if the Indemnitee and the Indemnifying Party shall have conflicting claims or defenses, the Indemnifying Party shall not have control of such conflicting claims or defenses and the Indemnitee shall be entitled to appoint a separate counsel for such claims and defenses at the cost and expense of the Indemnifying Party. If the Indemnifying Party chooses to defend any claim, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its control that are reasonably required for such defense. NoticeThe provisions of this Section shall be subject to that certain Indemnification Agreement between Sahara and JTO.

Notice to Indemnifying Party. If any party (the "Indemnitee") a Buyer Indemnitee receives notice of any claim or the other commencement of any action or proceeding with respect to which the other party (a Seller is or parties) is may be obligated to provide indemnification (the "Indemnifying Party") pursuant to Sections 3.3 or 5.3 hereofthis Agreement, the such Buyer Indemnitee shall promptly give the Indemnifying Party Stockholders Representative (or, if the claim results from a breach of a representation or warranty of a Seller contained in Article IV, such Seller) written notice thereof within a thereof, which notice shall specify in reasonable period detail, to the extent then known, an estimate of time following the Indemnitee’s receipt amount of such noticethe liability arising therefrom (to the extent quantifiable) and the basis of the claim. Such notice shall describe be a condition precedent to any liability of Sellers for indemnification hereunder, but the failure of Buyer to give prompt notice of a claim shall not adversely affect the applicable Buyer Indemnitee’s right to indemnification hereunder unless the defense of that claim is prejudiced by such failure or any Losses result from or are caused by such failure. If the Stockholders Representative (or, if the claim results from a breach of a representation or warranty of a Seller contained in reasonable detail Article IV, such Seller) objects to the claim, Buyer and the Stockholders Representative (or, if the claim results from a breach of a representation or warranty of a Seller contained in Article IV, such Seller) shall indicate the amount (estimated if necessary) of the losses that have been or may be sustained resolve such dispute raised by the Indemniteenotice of such objection in accordance with the procedures set forth in Section 12.15. The Indemnifying Party mayA Buyer Indemnitee may defend against such claim or proceeding in such manner as it may deem appropriate, subject to the other provisions of this Section 11.2and may settle, compromise or defend, at such Indemnifying Party's own expense consent to entry of any judgment with respect to any claim by a third party for which it is entitled to indemnification hereunder and by such Indemnifying Party's own counsel, any such matter involving for which the asserted liability of the Indemnitee in respect of a third-party claim. If the Indemnifying Party elects to compromise or defend such asserted liability, it shall within thirty Stockholders Representative (30) days (or sooneror, if the nature claim results from a breach of the asserted liability so requiresa representation or warranty of a Seller contained in Article IV, an applicable Seller) notify the Indemnitee has elected not to take control of its intent after notification thereof as provided in this Agreement; provided, however, that such settlement, compromise or consent to do so, and the Indemnitee, shall reasonably cooperate, at the request and reasonable expense entry of the Indemnifying Party, in the compromise of, or defense against, such asserted liability. The Indemnifying Party will not be released from any obligation to indemnify the Indemnitee hereunder judgment with respect to any such claim by a claim third party that is entered into without the prior written consent of the IndemniteeStockholders Representative or a Seller, unless as applicable, shall not be considered or deemed determinative or conclusive in determining (i) any Seller’s obligation to indemnify the Indemnifying Party delivers Buyer Indemnitee pursuant to the Indemnitee a duly executed agreement settling or compromising such claim with no monetary liability to or injunctive relief against the Indemnitee and a complete release of the Indemnitee with respect thereto. The Indemnifying Party shall have the right to conduct and control the defense of any third-party claim made for which it has been provided notice hereunder. All costs and fees incurred this Agreement with respect to any Losses arising out of or resulting from such claim will be borne by the Indemnifying Party. The Indemnitee will have the right or proceeding (or such settlement, compromise or consent to participate, but not control, at its own expense, the defense or settlement entry of any judgment with respect thereto), or (ii) the amount, if any, of any Seller’s indemnification obligations under this Agreement with respect to any Losses arising out of or resulting from such claim; providedclaim or proceedings (or such settlement, that if the Indemnitee and the Indemnifying Party shall have conflicting claims compromise or defenses, the Indemnifying Party shall not have control consent to entry of such conflicting claims or defenses and the Indemnitee shall be entitled to appoint a separate counsel for such claims and defenses at the cost and expense of the Indemnifying Party. If the Indemnifying Party chooses to defend any claim, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its control that are reasonably required for such defense. Noticejudgment with respect thereto).

Notice to Indemnifying Party. If Except as provided in Section 7.2(f)(v) with respect to Tax Contests, if any party (the "Indemnitee") receives notice of any claim or the commencement of any action or proceeding with respect to which the other party (or parties) is obligated to provide indemnification (the "Indemnifying Party") pursuant to Sections 3.3 11.1 or 5.3 hereof11.2, the Indemnitee shall give the Indemnifying Party written notice thereof within a reasonable period of time following the Indemnitee’s 's receipt of such notice. Such notice shall describe the claim in reasonable detail and shall indicate the amount (estimated if necessary) of the losses Losses that have been or may be sustained by the Indemnitee. The Indemnifying Party may, subject to the other provisions of this Section 11.211.3, compromise or defend, at such Indemnifying Party's own expense and by such Indemnifying Party's own counsel, any such matter involving the asserted liability Liabilities of the Indemnitee in respect of a third-party claim. If the Indemnifying Party elects to compromise or defend such asserted liabilityLiabilities, it shall within thirty (30) days (or sooner, if the nature of the asserted liability Liabilities so requires) notify the Indemnitee of its intent to do so, and the Indemnitee, shall reasonably cooperate, at the request and reasonable expense of the Indemnifying Party, in the compromise of, or defense against, such asserted liabilityLiabilities. The Indemnifying Party will not be released from any obligation to indemnify the Indemnitee hereunder with respect to a claim without the prior written consent of the Indemnitee, unless the Indemnifying Party delivers to the Indemnitee a duly executed agreement settling or compromising such claim with no monetary liability to or injunctive relief against the Indemnitee and a complete release of the Indemnitee with respect thereto. The Indemnifying Party shall have the right to conduct and control the defense of any third-party claim made for which it has been provided notice hereunder. All costs and fees incurred with respect to any such claim will be borne by the Indemnifying Party. The Indemnitee will have the right to participate, but not control, at its own expense, the defense or settlement of any such claim; provided, that if the Indemnitee and the Indemnifying Party shall have conflicting claims or defenses, the Indemnifying Party shall not have control of such conflicting claims or defenses and the Indemnitee shall be entitled to appoint a separate counsel for such claims and defenses at the cost and expense of the Indemnifying Party. If the Indemnifying Party chooses to defend any claim, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its control that are reasonably required for such defense. Notice.

Notice to Indemnifying Party. If any party (the "Indemnitee") receives notice of any claim or the commencement of any action or proceeding with respect to which the other party (or parties) is obligated to provide indemnification (the "Indemnifying Party") pursuant to Sections 3.3 9.1 or 5.3 9.2 hereof, the Indemnitee shall give the Indemnifying Party written notice thereof within a reasonable period of time following the Indemnitee’s 's receipt of such notice. Such notice shall describe the claim in reasonable detail and shall indicate the amount (estimated if necessary) of the losses Losses that have been or may be sustained by the Indemnitee. The Indemnifying Party may, subject to the other provisions of this Section 11.211.3, compromise or defend, at such Indemnifying Party's own expense and by such Indemnifying Party's own counsel, any such matter involving the asserted liability of the Indemnitee in respect of a third-party claim. If the Indemnifying Party elects to compromise or defend such asserted liability, it shall within thirty (30) 30 days (or sooner, if the nature of the asserted liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee, shall reasonably cooperate, at the request and reasonable expense of the Indemnifying Party, in the compromise of, or defense against, such asserted liability. The Indemnifying Party will not be released from any obligation to indemnify the Indemnitee hereunder with respect to a claim without the prior written consent of the Indemnitee, unless the Indemnifying Party delivers to the Indemnitee a duly executed agreement settling or compromising such claim with no monetary liability to or injunctive relief against the Indemnitee and a complete release of the Indemnitee with respect thereto. The Indemnifying Party shall have the right to conduct and control the defense of any third-party claim made for which it has been provided notice hereunder. All costs and fees incurred with respect to any such claim will be borne by the Indemnifying Party. The Indemnitee will have the right to participate, but not control, at its own expense, the defense or settlement of any such claim; provided, that if the Indemnitee and the Indemnifying Party shall have conflicting claims or defenses, the Indemnifying Party shall not have control of such conflicting claims or defenses and the Indemnitee shall be entitled to appoint a separate counsel for such claims and defenses at the cost and expense of the Indemnifying Party. If the Indemnifying Party chooses to defend any claim, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its control that are reasonably required for such defense. Notice.

Notice to Indemnifying Party. If any party (the "“Indemnitee"”) receives notice of any claim or the commencement of any action or proceeding with respect to which the any other party (or parties) is obligated to provide indemnification (the "Indemnifying Party") pursuant to Sections 3.3 or 5.3 hereofto, the Indemnitee shall immediately upon such receipt give the Indemnifying Party written notice thereof within a reasonable period of time following the Indemnitee’s receipt of such noticethereof. Such notice shall be a condition precedent to any liability of the Indemnifying Party under the provisions for indemnification contained in this Agreement and shall describe the claim in reasonable detail adequate to inform the Indemnifying Party of the nature of and basis for the claim being asserted and shall indicate the amount (estimated if necessary) of the losses Loss that have has been or may be sustained by the Indemnitee. The Indemnifying Party maymay elect, subject at its sole discretion, to the other provisions of this Section 11.2, compromise or defend, at such Indemnifying Party's own expense and by such Indemnifying Party's own counsel, any such matter involving the asserted liability of the Indemnitee in respect of a third-party claimIndemnitee. If the Indemnifying Party elects to compromise or defend such asserted liability, it shall within thirty (30) days (or sooner, if the nature of the asserted liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee, Indemnitee shall reasonably fully cooperate, at the request and reasonable expense of the Indemnifying Party, in the compromise of, or defense against, any such asserted liability. The Indemnifying Party will not be released from any obligation to indemnify (In such case, the Indemnitee hereunder with respect to a claim without the prior written consent of the Indemnitee, unless the Indemnifying Party delivers to the Indemnitee a duly executed agreement settling or compromising such claim with no monetary liability to or injunctive relief against the Indemnitee and a complete release of the Indemnitee with respect thereto. The Indemnifying Party shall have the right to conduct and control the defense of any third-party claim made for which it has been provided notice hereunder. All costs and fees incurred with respect to any such claim will be borne by the Indemnifying Party. The Indemnitee will have the right to may participate, but not controlwith counsel of its choice, at its own expense.) If the Indemnifying Party elects not to compromise or defend against the asserted liability, or fails to notify the Indemnitee of its election as herein provided, the defense Indemnitee may at the Indemnifying Party's expense, pay, compromise or settlement defend such asserted liability. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any claim over the objection of any such claimthe other; provided, however, that if the Indemnitee and the Indemnifying Party shall have conflicting claims consent to settlement or defenses, the Indemnifying Party compromise shall not have control of such conflicting claims or defenses and the Indemnitee shall be entitled to appoint a separate counsel for such claims and defenses at the cost and expense of the Indemnifying Partyunreasonably withheld. If the Indemnifying Party chooses to defend any claim, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its control that are reasonably required necessary or appropriate for such defense. Notice.

Notice to Indemnifying Party. If any party (the "Indemnitee") receives notice of any claim or the commencement of any action or proceeding with respect to which the other party (or parties) is obligated to provide indemnification (the "Indemnifying Party") pursuant to Sections 3.3 8.1 or 5.3 8.2 hereof, the Indemnitee shall give the Indemnifying Party written notice thereof within a reasonable period of time following the Indemnitee’s 's receipt of such notice. Such notice shall describe the claim in reasonable detail and shall indicate the amount (estimated if necessary) of the losses Losses that have been or may be sustained by the Indemnitee. The Indemnifying Party may, subject to the other provisions of this Section 11.28.3, compromise or defend, at such Indemnifying Party's own expense and by such Indemnifying Party's own counsel, any such matter involving the asserted liability of the Indemnitee in respect of a third-party claim. If the Indemnifying Party elects to compromise or defend such asserted liability, it shall within thirty (30) 30 days (or sooner, if the nature of the asserted liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee, shall reasonably cooperate, at the request and reasonable expense of the Indemnifying Party, in the compromise of, or defense against, such asserted liability. The Indemnifying Party will not be released from any obligation to indemnify the Indemnitee hereunder with respect to a claim without the prior written consent of the Indemnitee, unless the Indemnifying Party delivers to the Indemnitee a duly executed agreement settling or compromising such claim with no monetary liability to or injunctive relief against the Indemnitee and a complete release of the Indemnitee with respect thereto. The Indemnifying Party shall have the right to conduct and control the defense of any third-party claim made for which it has been provided notice hereunder. All costs and fees incurred with respect to any such claim will be borne by the Indemnifying Party. The Indemnitee will have the right to participate, but not control, at its own expense, the defense or settlement of any such claim; provided, that if the Indemnitee and the Indemnifying Party shall have conflicting claims or defenses, the Indemnifying Party shall not have control of such conflicting claims or defenses and the Indemnitee shall be entitled to appoint a separate counsel for such claims and defenses at the cost and expense of the Indemnifying Party. If the Indemnifying Party chooses to defend any claim, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its control that are reasonably required for such defense. Notice.

Notice to Indemnifying Party. (a) If either an NFO Indemnified Party, on the one hand, or any party Seller Indemnified Party, on the other hand, as the case may be (the "Indemnitee") ), receives written notice of any third party claim or potential claim or the commencement of any action or proceeding with respect which could give rise to which an obligation on the part of any Seller, on the one hand, or the Buyer or NFO, on the other party (or parties) is obligated hand, as the case may be, to provide indemnification (the "Indemnifying Party") pursuant to Sections 3.3 Section 11.1 or 5.3 hereof11.2, the Indemnitee shall promptly give the Indemnifying Party written notice thereof within a reasonable period of time following (the "Indemnification Notice"); provided, that the failure to give the Indemnification Notice promptly shall not impair the Indemnitee’s receipt 's right to indemnification in respect of such noticeclaim, action or proceeding unless, and only to the extent that the lack of prompt notice adversely affects the ability of the Indemnifying Party to defend against or diminish the Losses arising out of such claim, action or proceeding. Such notice Delivery of the Indemnification Notice shall describe be a condition precedent to any liability of the Indemnifying Party under the provisions for indemnification contained in this Agreement. The Indemnification Notice shall contain factual information (to the extent known to the Indemnitee) describing the asserted claim in reasonable detail and shall indicate the amount (estimated if necessary) include copies of the losses that have been any notice or may be sustained by the Indemnitee. The Indemnifying Party may, subject to the other provisions of this Section 11.2, compromise or defend, at such Indemnifying Party's own expense and by such Indemnifying Party's own counsel, document received form any such matter involving the asserted liability of the Indemnitee third party in respect of a third-party claim. If the Indemnifying Party elects to compromise or defend any such asserted liability, it shall within thirty (30) days (or sooner, if the nature of the asserted liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee, shall reasonably cooperate, at the request and reasonable expense of the Indemnifying Party, in the compromise of, or defense against, such asserted liability. The Indemnifying Party will not be released from any obligation to indemnify the Indemnitee hereunder with respect to a claim without the prior written consent of the Indemnitee, unless the Indemnifying Party delivers to the Indemnitee a duly executed agreement settling or compromising such claim with no monetary liability to or injunctive relief against the Indemnitee and a complete release of the Indemnitee with respect theretoclaim. The Indemnifying Party shall have the right to conduct and control assume the defense of any third-a third party claim made for or suit described in this Section 11.3 at its own cost and expense and with counsel of its own choosing; provided, however, that the Indemnifying Party acknowledges in writing (at the time it elects to assume the defense of such claim or suit, which it has been provided notice hereunder. All costs and fees incurred shall be not later than 30 days after the date of the Indemnification Notice) its obligation under this Section 11.3 to indemnify the Indemnitee with respect to any such claim will or suit; such counsel is reasonably satisfactory to the Indemnitee; the Indemnitee is kept fully informed of all developments and is furnished copies of all papers; the Indemnitee is given the opportunity, at its option, to participate at its own cost and expense and with counsel of its own choosing (which shall be borne by reasonably satisfactory to the Indemnifying Party. The Indemnitee will have the right to participate, but not control, at its own expense, ) in the defense of such claim or settlement of any such claimsuit; provided, that if the Indemnitee and the Indemnifying Party shall have conflicting claims or defenses, diligently prosecutes the Indemnifying Party shall not have control defense of such conflicting claims or defenses and the Indemnitee shall be entitled to appoint a separate counsel for such claims and defenses at the cost and expense of the Indemnifying Party. If the Indemnifying Party chooses to defend any claim, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its control that are reasonably required for such defense. Notice

Notice to Indemnifying Party. If any party (the "Indemnitee") ---------------------------- receives notice of any claim or the commencement of any action or proceeding with respect to which the other party (or parties) is obligated to provide indemnification (the "Indemnifying Party") pursuant to Sections 3.3 10.1 or 5.3 10.2 hereof, the Indemnitee shall give the Indemnifying Party written notice thereof within a reasonable period of time following the Indemnitee’s 's receipt of such notice. Such notice shall describe the claim in reasonable detail and shall indicate the amount (estimated if necessary) of the losses Losses that have been or may be sustained by the Indemnitee. The Indemnifying Party may, subject to the other provisions of this Section 11.210.3, compromise or defend, at such Indemnifying Party's own expense and by such Indemnifying Party's own counsel, any such matter involving the asserted liability of the Indemnitee in respect of a third-third- party claim. If the Indemnifying Party elects to compromise or defend such asserted liability, it shall within thirty (30) days (or sooner, if the nature of the asserted liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee, shall reasonably cooperate, at the request and reasonable expense of the Indemnifying Party, in the compromise of, or defense against, such asserted liability. The Indemnifying Party will not be released from any obligation to indemnify the Indemnitee hereunder with respect to a claim without the prior written consent of the Indemnitee, unless the Indemnifying Party delivers to the Indemnitee a duly executed agreement settling or compromising such claim with no monetary liability to or injunctive relief against the Indemnitee and a complete release of the Indemnitee with respect thereto. The Indemnifying Party shall have the right right, except as provided below in this Section 10.3, to conduct and control the defense of any third-party claim made for which it has been provided notice hereunder. All costs and fees incurred with respect to any such claim will be borne by the Indemnifying Party. The Indemnitee will have the right to participate, but not control, at its own expense, the defense or settlement of any such claim; provided, that if the -------- Indemnitee and the Indemnifying Party shall have conflicting claims or defenses, the Indemnifying Party shall not have control of such conflicting claims or defenses and the Indemnitee shall be entitled to appoint a separate counsel for such claims and defenses at the cost and expense of the Indemnifying Party. If the Indemnifying Party chooses to defend any claim, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its control that are reasonably required for such defense. Notice.

Notice to Indemnifying Party. If any Each party entitled to indemnification under this Article VI (the "IndemniteeIndemnified Party") receives shall give notice of any claim or to the commencement of any action or proceeding with respect to which the other party (or parties) is obligated required to provide indemnification (the "Indemnifying Party") pursuant promptly after such Indemnified Party has actual knowledge of any claim as to Sections 3.3 or 5.3 hereofwhich indemnity may be sought, the Indemnitee and shall give permit the Indemnifying Party written notice thereof within a reasonable period to assume the defense of time following any such claim or any litigation resulting therefrom, provided, that counsel for the Indemnitee’s receipt Indemnifying Party, who shall conduct the defense of such noticeclaim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at such party's expense, and PROVIDED, FURTHER, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Article VI unless such failure has had a material adverse effect on the defense against such claim. Such notice shall describe the The parties to this Agreement reserve any rights to claim in reasonable detail and shall indicate the amount (estimated if necessary) under this Agreement for damages actually incurred by reason of any failure of the losses that have been or may be sustained by Indemnified Party to give prompt notice of a claim. To the Indemnitee. The extent counsel for the Indemnifying Party mayshall in such counsel's reasonable judgment, have a conflict in representing an Indemnified Party in conjunction with the Indemnifying Party or other Indemnified Parties, such Indemnified Party shall be entitled to separate counsel at the expense of the Indemnifying Party subject to the other provisions approval of this Section 11.2, compromise or defend, at such Indemnifying Party's own expense and counsel by such Indemnifying Party's own counsel, any such matter involving the asserted liability of the Indemnitee in respect of a third-party claimIndemnified Party (whose approval shall not be unreasonably withheld). If the Indemnifying Party elects to compromise or defend such asserted liability, it shall within thirty (30) days (or sooner, if the nature of the asserted liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee, shall reasonably cooperate, at the request and reasonable expense of the No Indemnifying Party, in the compromise ofdefense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or defense against, enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such asserted liabilityIndemnified Party of a release from all liability in respect of such claim or litigation. The Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party will not may reasonably request in writing and as shall be released from any obligation to indemnify the Indemnitee hereunder reasonably required in connection with respect to a claim without the prior written consent of the Indemnitee, unless the Indemnifying Party delivers to the Indemnitee a duly executed agreement settling or compromising such claim with no monetary liability to or injunctive relief against the Indemnitee and a complete release of the Indemnitee with respect thereto. The Indemnifying Party shall have the right to conduct and control the defense of any third-party claim made for which it has been provided notice hereunder. All costs and fees incurred with respect to any such claim will be borne by the Indemnifying Party. The Indemnitee will have the right to participate, but not control, at its own expense, the defense or settlement of and any such claim; provided, that if the Indemnitee and the Indemnifying Party shall have conflicting claims or defenses, the Indemnifying Party shall not have control of such conflicting claims or defenses and the Indemnitee shall be entitled to appoint a separate counsel for such claims and defenses at the cost and expense of the Indemnifying Party. If the Indemnifying Party chooses to defend any claim, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its control that are reasonably required for such defense. Noticelitigation resulting therefrom.

Notice to Indemnifying Party. If any party (the "“Indemnitee"”) receives notice of any claim or the commencement of any action or proceeding with respect to which the other party (or parties) is obligated to provide indemnification (the "“Indemnifying Party"”) pursuant to Sections 3.3 5.2 or 5.3 hereof, the Indemnitee shall give the Indemnifying Party written notice thereof within a reasonable period of time following the Indemnitee’s receipt of such notice. Such notice shall describe the claim in reasonable detail and shall indicate the amount (estimated if necessary) of the losses Losses that have been or may be sustained by the Indemnitee. The Indemnifying Party may, subject to the other provisions of this Section 11.25.4, compromise or defend, at such Indemnifying Party's ’s own expense and by such Indemnifying Party's ’s own counsel, any such matter involving the asserted liability of the Indemnitee in respect of a third-party claim. If the Indemnifying Party elects to compromise or defend such asserted liability, it shall shall, within thirty (30) days (or sooner, if the nature of the asserted liability so requires) ), notify the Indemnitee of its intent to do so, and the Indemnitee, shall reasonably cooperate, at the request and reasonable expense of the Indemnifying Party, in the compromise of, or defense against, such asserted liability. The Indemnifying Party will not be released from any obligation to indemnify the Indemnitee hereunder with respect to a claim without the prior written consent of the Indemnitee, unless the Indemnifying Party delivers to the Indemnitee a duly executed agreement settling or compromising such claim with no monetary liability to or injunctive relief against the Indemnitee and a complete release of the Indemnitee with respect thereto. The Indemnifying Party shall have the right right, except as provided below in this Section 5.4, to conduct and control the defense of any third-party claim made for which it has been provided notice hereunder. All costs and fees incurred with respect to any such claim will be borne by the Indemnifying Party. The Indemnitee will have the right to participate, but not control, at its own expense, the defense or settlement of any such claim; provided, however, that if the Indemnitee and the Indemnifying Party shall have conflicting claims or defenses, the Indemnifying Party shall not have control of such conflicting claims or defenses and the Indemnitee shall be entitled to appoint a separate counsel for such claims and defenses at the cost and expense of the Indemnifying Party. If the Indemnifying Party chooses to defend any claim, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its control that are reasonably required for such defense. Notice.

Notice to Indemnifying Party. If any party (the "Indemnitee") receives notice of any claim or the commencement of any action or proceeding with respect to which the other party (or parties) is obligated to provide indemnification (the "Indemnifying Party") pursuant to Sections Section 3.3 or Section 5.3 hereof, the Indemnitee shall give the Indemnifying Party written notice thereof within a reasonable period of time following the Indemnitee’s receipt of such notice. Such notice shall describe the claim in reasonable detail and shall indicate the amount (estimated if necessary) of the losses that have been or may be sustained by the Indemnitee. The Indemnifying Party may, subject to the other provisions of this Section 11.2, compromise or defend, at such Indemnifying Party's own expense and by such Indemnifying Party's own counsel, any such matter involving the asserted liability of the Indemnitee in respect of a third-party claim. If the Indemnifying Party elects to compromise or defend such asserted liability, it shall within thirty (30) days (or sooner, if the nature of the asserted liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee, shall reasonably cooperate, at the request and reasonable expense of the Indemnifying Party, in the compromise of, or defense against, such asserted liability. The Indemnifying Party will not be released from any obligation to indemnify the Indemnitee hereunder with respect to a claim without the prior written consent of the Indemnitee, unless the Indemnifying Party delivers to the Indemnitee a duly executed agreement settling or compromising such claim with no monetary liability to or injunctive relief against the Indemnitee and a complete release of the Indemnitee with respect thereto. The Indemnifying Party shall have the right to conduct and control the defense of any third-party claim made for which it has been provided notice hereunder. All costs and fees incurred with respect to any such claim will be borne by the Indemnifying Party. The Indemnitee will have the right to participate, but not control, at its own expense, the defense or settlement of any such claim; provided, that if the Indemnitee and the Indemnifying Party shall have conflicting claims or defenses, the Indemnifying Party shall not have control of such conflicting claims or defenses and the Indemnitee shall be entitled to appoint a separate counsel for such claims and defenses at the cost and expense of the Indemnifying Party. If the Indemnifying Party chooses to defend any claim, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its control that are reasonably required for such defense. Notice

Notice to Indemnifying Party. If any party (the "Indemnitee") receives notice of any claim or the commencement of any action or proceeding with respect to which the any other party (or parties) is obligated to provide indemnification (the "Indemnifying Party") pursuant to Sections 3.3 or 5.3 hereofto, the Indemnitee shall immediately upon such receipt give the Indemnifying Party written notice thereof within a reasonable period of time following the Indemnitee’s receipt of such noticethereof. Such notice shall be a condition precedent to any liability of the Indemnifying Party under the provisions for indemnification contained in this Agreement and shall describe the claim in reasonable detail adequate to inform the Indemnifying Party of the nature of and basis for the claim being asserted and shall indicate the amount (estimated if necessary) of the losses Loss that have has been or may be sustained by the Indemnitee. The Indemnifying Party maymay elect, subject at its sole discretion, to the other provisions of this Section 11.2, compromise or defend, at such Indemnifying Party's own expense and by such Indemnifying Party's own counsel, any such matter involving the asserted liability of the Indemnitee in respect of a third-party claimIndemnitee. If the Indemnifying Party elects to compromise or defend such asserted liability, it shall within thirty (30) days (or sooner, if the nature of the asserted liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee, Indemnitee shall reasonably fully cooperate, at the request and reasonable expense of the Indemnifying Party, in the compromise of, or defense against, any such asserted liability. The Indemnifying Party will not be released from any obligation to indemnify (In such case, the Indemnitee hereunder with respect to a claim without the prior written consent of the Indemnitee, unless the Indemnifying Party delivers to the Indemnitee a duly executed agreement settling or compromising such claim with no monetary liability to or injunctive relief against the Indemnitee and a complete release of the Indemnitee with respect thereto. The Indemnifying Party shall have the right to conduct and control the defense of any third-party claim made for which it has been provided notice hereunder. All costs and fees incurred with respect to any such claim will be borne by the Indemnifying Party. The Indemnitee will have the right to may participate, but not controlwith counsel of its choice, at its own expense.) If the Indemnifying Party elects not to compromise or defend against the asserted liability, or fails to notify the Indemnitee of its election as herein provided, the defense Indemnitee may at the Indemnifying Party's expense, pay, compromise or settlement defend such asserted liability. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any claim over the objection of any such claimthe other; provided, however, that if the Indemnitee and the Indemnifying Party shall have conflicting claims consent to settlement or defenses, the Indemnifying Party compromise shall not have control of such conflicting claims or defenses and the Indemnitee shall be entitled to appoint a separate counsel for such claims and defenses at the cost and expense of the Indemnifying Partyunreasonably withheld. If the Indemnifying Party chooses to defend any claim, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its control that are reasonably required necessary or appropriate for such defense. Notice.

Notice to Indemnifying Party. If any party (the "“Indemnitee"”) receives notice of any claim or the commencement of any action or proceeding with respect to which the other party (or parties) is obligated to provide indemnification (the "“Indemnifying Party"”) pursuant to Sections 3.3 7.2 or 5.3 7.3 hereof, the Indemnitee shall give the Indemnifying Party written notice thereof within a reasonable period of time following the Indemnitee’s receipt of such notice. Such notice shall describe the claim in reasonable detail and shall indicate the amount (estimated if necessary) of the losses Losses that have been or may be sustained by the Indemnitee. The Indemnifying Party may, subject to the other provisions of this Section 11.27.4, compromise or defend, at such Indemnifying Party's ’s own expense and by such Indemnifying Party's ’s own counsel, any such matter involving the asserted liability of the Indemnitee in respect of a third-party claim. If the Indemnifying Party elects to compromise or defend such asserted liability, it shall shall, within thirty (30) days (or sooner, if the nature of the asserted liability so requires) ), notify the Indemnitee of its intent to do so, and the Indemnitee, Indemnitee shall reasonably cooperate, cooperate at the request and reasonable expense of the Indemnifying Party, Party in the compromise of, or defense against, such asserted liability. The Indemnifying Party will not be released from any obligation to indemnify the Indemnitee hereunder with respect to a claim without the prior written consent of the Indemnitee, unless the Indemnifying Party delivers to the Indemnitee a duly executed agreement settling or compromising such claim with no monetary liability to to, or injunctive relief against against, the Indemnitee and a complete release of the Indemnitee with respect thereto. The Indemnifying Party shall have the right right, except as provided below in this Section 7.4, to conduct and control the defense of any third-party claim made for which it has been provided notice hereunder. All costs and fees incurred with respect to any such claim will be borne by the Indemnifying Party. The Indemnitee will have the right to participate, but not control, at its own expense, the defense or settlement of any such claim; provided, however, that if the Indemnitee and the Indemnifying Party shall have conflicting claims or defenses, the Indemnifying Party shall not have control of such conflicting claims or defenses and the Indemnitee shall be entitled to appoint a separate counsel for such claims and defenses at the cost and expense of the Indemnifying Party. If the Indemnifying Party chooses to defend any claim, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its control that are reasonably required for such defense. Notice.

Notice to Indemnifying Party. If any party member of the Buyer Group (in such capacity, the "Indemnitee") receives notice of any claim or the other commencement of any action or proceeding with respect to which the any other party (or parties) is obligated to provide indemnification (in such capacity, the "Indemnifying Party") pursuant to Sections 3.3 or 5.3 hereofSection 10.1, the Indemnitee shall promptly give the Indemnifying Party written notice thereof within a reasonable period of time following the Indemnitee’s receipt of such notice. Such notice shall describe the claim in reasonable detail and shall indicate the amount (estimated if necessary) of the losses that have been or may be sustained by the Indemniteethereof. The Indemnifying Party may, subject to the other provisions of this Section 11.2, may compromise or defend, at such Indemnifying Party's own expense and by such Indemnifying Party's own counsel, any such matter involving the asserted liability of the Indemnitee in respect of a third-party claimIndemnitee. If In any event, the Indemnitee, the Indemnifying Party elects to compromise or defend such asserted liability, it shall within thirty (30) days (or sooner, if the nature of the asserted liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee, shall reasonably cooperate, at the request and reasonable expense of the Indemnifying Party, 's counsel shall cooperate in the compromise of, or defense against, any such asserted liability. The Indemnifying Party will not be released from any obligation to indemnify the Indemnitee hereunder with respect to a claim without the prior written consent of the Indemnitee, unless the Indemnifying Party delivers to the Indemnitee a duly executed agreement settling or compromising such claim with no monetary liability to or injunctive relief against the Indemnitee and a complete release of the Indemnitee with respect thereto. The Indemnifying Party shall have the right to conduct and control the defense of any third-party claim made for which it has been provided notice hereunder. All costs and fees incurred with respect to any such claim will be borne by the Indemnifying Party. The Indemnitee will have the right to participate, but not control, at its own expense, the defense or settlement of any such claim; provided, that if Both the Indemnitee and the Indemnifying Party shall have conflicting claims or defenses, may participate in the Indemnifying Party shall not have control defense of such conflicting claims asserted liability and neither may settle or defenses and compromise any claim over the Indemnitee shall be entitled to appoint a separate counsel for such claims and defenses at the cost and expense objection of the Indemnifying Partyother. If the Indemnifying Party chooses to defend any claim, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its control that are reasonably required necessary or appropriate for such defense. NoticeIf the Indemnifying Party shall fail to defend, or if, after commencing or undertaking any such defense, such party fails to prosecute or withdraws from such defense, the Indemnitee shall have the right to undertake the defense or settlement thereof, at the Indemnifying Party's sole expense. In the event of a dispute over the obligation to provide indemnification hereunder, the prevailing party in such dispute shall be entitled to its reasonable attorney's costs and expenses thereof.

Notice to Indemnifying Party. If any party (the "“Indemnitee"”) receives notice of any alleged claim or the other commencement of any suit, action or proceeding by a third party (a “Third Party Claim”) with respect to which the any other party (or parties) is may be obligated to provide indemnification (the "“Indemnifying Party"”) pursuant to Sections 3.3 or 5.3 hereofthis Article VI, the Indemnitee shall promptly give the Indemnifying Party written notice thereof within a reasonable period of time following the Indemnitee’s receipt of thereof. Failure to give such notice. Such notice shall describe the claim in reasonable detail and shall indicate the amount (estimated if necessary) of the losses that have been or may be sustained by the Indemnitee. The Indemnifying Party may, subject to the other provisions of this Section 11.2, compromise or defend, at such Indemnifying Party's own expense and by such Indemnifying Party's own counsel, any such matter involving the asserted liability of the Indemnitee in respect of a third-party claim. If not excuse the Indemnifying Party elects to compromise or defend such asserted liability, it shall within thirty (30) days (or sooner, if the nature of the asserted liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee, shall reasonably cooperate, at the request and reasonable expense of the Indemnifying Party, in the compromise of, or defense against, such asserted liability. The Indemnifying Party will not be released from any obligation to indemnify the Indemnitee hereunder with respect to a claim without the prior written consent of the Indemnitee, unless the Indemnifying Party delivers except to the Indemnitee extent it is prejudiced by the failure. In the event of a duly executed agreement settling or compromising such claim with no monetary liability to or injunctive relief against Third Party Claim, the Indemnitee and a complete release of the Indemnitee with respect thereto. The Indemnifying Party shall have the right to elect to conduct and control the defense defense, compromise or settlement of any third-party claim made for which it has been provided notice hereunder. All costs such Third Party Claim, with counsel of its choice reasonably acceptable to the Indemnitee and fees incurred at the Indemnifying Party’s sole cost and expense, provided, however, that during the interim the Indemnitee shall use its best efforts to take all action (not including settlement) reasonably necessary to protect against further damage or loss with respect to any such claim will be borne by the Third Party Claim. If the Indemnifying Party. The Indemnitee will have the right to participate, but Party does not control, at its own expenseassume such defense, the Indemnitee may retain counsel to assume such defense or settlement of any such claim; provided, that if the Indemnitee and the Indemnifying Party shall be responsible for the reasonable fees and expenses of such counsel. The Indemnitee shall have conflicting claims or defenses, the right to employ counsel separate from counsel employed by the Indemnifying Party shall not have control in any such action and to participate therein, but the fees and expenses of such conflicting claims or defenses and the Indemnitee counsel shall be entitled to appoint a separate counsel for such claims and defenses at the cost and expense of the Indemnifying PartyIndemnitee’s own expense. If Whether or not the Indemnifying Party chooses so to defend any or prosecute such claim, all the Indemnitee parties hereto shall make available to cooperate in the Indemnifying Party any booksdefense or prosecution thereof and shall furnish such records, records or other documents within its control that are information and testimony and shall attend such conferences, discovery proceedings and trials as may be reasonably required for such defense. Noticerequested in connection therewith.

Notice to Indemnifying Party. If a Purchaser (or any party (the "Indemnitee"related ---------------------------- indemnitees) receives notice of any claim or the commencement of any action or proceeding (the "Indemnitee") with respect to which the other party (or parties) Company is obligated to provide indemnification (the "Indemnifying Party") pursuant to Sections 3.3 or 5.3 Section 10.1 hereof, the Indemnitee shall give the Indemnifying Party written notice thereof within a reasonable period of time following the Indemnitee’s 's receipt of such notice. Such notice shall describe the claim in reasonable detail and shall indicate the amount (estimated if necessary) of the losses Losses that have been or may be sustained by the Indemnitee. The Indemnifying Party may, subject to the other provisions of this Section 11.210.3, compromise or defend, at such Indemnifying Party's own expense and by such Indemnifying Party's own counsel, any such matter involving the asserted liability of the Indemnitee in respect of a third-party claim. If the Indemnifying Party elects to compromise or defend such asserted liability, it shall within thirty (30) days (or sooner, if the nature of the asserted liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee, shall reasonably cooperate, at the request and reasonable expense of the Indemnifying Party, in the compromise of, or defense against, such asserted liability. The Indemnifying Party will not be released from any obligation to indemnify the Indemnitee hereunder with respect to a claim without the prior written consent of the Indemnitee, unless the Indemnifying Party delivers to the Indemnitee a duly executed agreement settling or compromising such claim with no monetary liability to or injunctive relief against the Indemnitee and a complete release of the Indemnitee with respect thereto. The Indemnifying Party shall have the right right, except as otherwise provided below in this Section 10.3, to conduct and control the defense of any third-party claim made for which it has been provided notice hereunder. All reasonable costs and fees incurred with respect to any such claim will be borne by the Indemnifying Party. The Indemnitee will have the right to participate, but not control, at its own expense, the defense or settlement of any such claim; provided, that if the Indemnitee and the Indemnifying Party shall have -------- conflicting claims or defenses, the Indemnifying Party shall not have control of such conflicting claims or defenses and the Indemnitee (and all related Indemnitees) shall be entitled to appoint a separate counsel for such claims and defenses at the reasonable cost and expense of the Indemnifying Party. If the Indemnifying Party chooses to defend any claim, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its control that are reasonably required for such defense. Notice.

Notice to Indemnifying Party. If any party Person entitled to indemnification hereunder (the "Indemnitee") receives written notice of any third party claim or potential claim or the commencement of any action or proceeding with respect that could give rise to which an obligation on the part of any other party (or parties) is obligated to provide indemnification Person (the "Indemnifying Party") pursuant to Sections 3.3 Section 10(a) or 5.3 hereof10(b), the Indemnitee shall promptly give the Indemnifying Party written notice thereof within a reasonable period of time following (the "Indemnification Notice"); provided, however, that the failure to give the Indemnification Notice promptly shall not impair the Indemnitee’s receipt 's right to indemnification in respect of such noticeclaim, action or proceeding unless, and only to the extent that, the lack of prompt notice results in the Indemnifying Party's forfeiture of substantive rights or defenses. Such notice The Indemnification Notice shall describe contain factual information describing the claim asserted claim, action or proceeding in reasonable detail (to the extent known to the Indemnitee) and shall indicate the amount (estimated if necessary) include copies of the losses that have been any notice or may be sustained by the Indemnitee. The Indemnifying Party may, subject to the other provisions of this Section 11.2, compromise or defend, at such Indemnifying Party's own expense and by such Indemnifying Party's own counsel, document received from any such matter involving the asserted liability of the Indemnitee third party in respect of a third-party claim. If the Indemnifying Party elects to compromise or defend any such asserted liabilityclaim, it shall within thirty (30) days (action or sooner, if the nature of the asserted liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee, shall reasonably cooperate, at the request and reasonable expense of the Indemnifying Party, in the compromise of, or defense against, such asserted liability. The Indemnifying Party will not be released from any obligation to indemnify the Indemnitee hereunder with respect to a claim without the prior written consent of the Indemnitee, unless the Indemnifying Party delivers to the Indemnitee a duly executed agreement settling or compromising such claim with no monetary liability to or injunctive relief against the Indemnitee and a complete release of the Indemnitee with respect theretoproceeding. The Indemnifying Party shall have the right to conduct and control assume the defense of any third-a third party claim made for claim, action or proceeding described in this Section 10(c) at its own cost and expense and with counsel of its own choosing; provided, however, that the Indemnifying Party acknowledges in writing (at the time it elects to assume the defense of such claim, action or proceeding, which it has been provided notice hereunder. All costs and fees incurred shall be not later than thirty (30) days after the date of the Indemnification Notice) its obligation under this Section 10(c) to indemnify the Indemnitee with respect to any such claim will be borne by claim, action or proceeding; such counsel is reasonably satisfactory to the Indemnifying Party. The Indemnitee; the Indemnitee will have is kept reasonably informed of all developments and is furnished copies of all papers; the right Indemnitee is given the opportunity, at its option, to participateparticipate in, but not control, at its own expensecost and expense and with counsel of its own choosing the defense of such claim, action or proceeding; and the Indemnifying Party diligently prosecutes the defense of such claim, action or proceeding. In the event that all of the conditions of the foregoing provision are not satisfied, the Indemnitee shall have the right, without impairing any of its rights to indemnification as provided herein, to assume and control the defense of such claim, action or proceeding and to settle such claim, action or proceeding. No settlement of any such third party claim; provided, that if action or proceeding shall be made by the Indemnifying Party without the prior written consent of the Indemnitee and (which shall not be unreasonably withheld or delayed). No settlement of any such third party claim, action or proceeding shall be made by the Indemnitee if the Indemnifying Party shall have conflicting claims or defenses, assumed the Indemnifying Party shall not have control of such conflicting claims or defenses defense thereof and the Indemnitee shall be entitled to appoint a separate counsel for such claims and defenses at the cost and expense of the Indemnifying Partyin compliance with its obligations with respect thereto as set forth above in this Section 10(c). If the Indemnifying Party chooses to defend any claim, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its control that are reasonably required necessary or appropriate for such defense. NoticeNotwithstanding the foregoing, the Indemnitee shall have the right to employ separate counsel at the Indemnifying Party's expense and to control its own defense of such asserted liability if in the opinion of counsel to such Indemnitee a conflict or potential conflict exists between the Indemnifying Party and such Indemnitee that would make such separate representation advisable.

Notice to Indemnifying Party. If any party either the Buyer, on the one hand, or the Seller, on the other, as the case may be (the "Indemnitee") ), has a claim or potential claim or receives notice of any claim or potential claim or the commencement of any action or proceeding with respect that could give rise to which an obligation on the other party (part of the Seller, on the one hand, or parties) is obligated the Buyer, on the other, as the case may be, to provide indemnification (the "Indemnifying PartyINDEMNIFYING PARTY") pursuant to Sections 3.3 Section 13.1 or 5.3 hereof13.2, the Indemnitee shall give the Indemnifying Party written reasonable notice thereof within a reasonable period thereof. The omission by any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of time following its indemnification obligation under this Agreement except to the Indemnitee’s receipt of such notice. Such notice shall describe extent that the claim in reasonable detail and shall indicate the amount (estimated if necessary) of the losses that have been or may be sustained by the IndemniteeIndemnifying Party is actually prejudiced thereby. The Indemnifying Party may, subject may elect to the other provisions of this Section 11.2, compromise or defend, at such Indemnifying Party's own expense and by such Indemnifying Party's own counsel, any such matter involving the asserted liability of the Indemnitee in respect of a third-party claimIndemnitee. If the Indemnifying Party elects to compromise or defend such asserted liability, it shall within thirty (30) 30 days (or sooner, if the nature of the asserted liability so requires) notify the Indemnitee of its intent to do so, so and the Indemnitee, Indemnitee shall reasonably cooperate, at the request and reasonable expense of the Indemnifying Party, in the compromise of, or defense against, any such asserted liability. The Indemnifying Party will not be released from any obligation to indemnify the Indemnitee hereunder with respect to a claim without the prior written consent of the Indemnitee, unless If the Indemnifying Party delivers elects not to compromise or defend such asserted liability, or fails to notify the Indemnitee of its election as herein provided, the Indemnitee may, at the Indemnifying Party's expense, pay, compromise or defend such asserted liability. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any claim over the objection of the other; provided, however, that if the settlement or compromise does not result in any liability to the Indemnitee a duly executed agreement settling Indemnified Party or compromising otherwise adversely affect the Indemnified Party, consent to such claim with no monetary liability to settlement or injunctive relief against compromise shall not be unreasonably withheld. In any event, the Indemnitee and a complete release of the Indemnitee with respect thereto. The Indemnifying Party shall have the right to conduct and control the defense of any third-party claim made for which it has been provided notice hereunder. All costs and fees incurred with respect to any such claim will be borne by the Indemnifying Party. The Indemnitee will have the right to may each participate, but not control, at its own expense, in the defense or settlement of any such claim; provided, that if the Indemnitee and the Indemnifying Party shall have conflicting claims or defenses, the Indemnifying Party shall not have control of such conflicting claims or defenses and the Indemnitee shall be entitled to appoint a separate counsel for such claims and defenses at the cost and expense of the Indemnifying Partyasserted liability. If the Indemnifying Party chooses to defend any claim, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its control that are reasonably required necessary or appropriate for such defense. NoticeNotwithstanding the foregoing, the Indemnitee shall have the right to employ separate counsel at the Indemnifying Party's expense and to control its own defense of such asserted liability if (a) there are or may be legal defenses available to such Indemnitee or to other Indemnitees that are different from or additional to those available to the Indemnifying Party or (b) in the reasonable opinion of counsel to such Indemnitee, a conflict or potential conflict exists between the Indemnifying Party and such Indemnitee that would make such separate representation advisable.

Notice to Indemnifying Party. If any party either the Buyer, on the one hand, or the Seller, on the other, as the case may be (the "IndemniteeINDEMNITEE") ), has a claim or potential claim or receives notice of any claim or potential claim or the commencement of any action or proceeding with respect that could give rise to which an obligation on the other party (part of the Seller, on the one hand, or parties) is obligated the Buyer, on the other, as the case may be, to provide indemnification (the "Indemnifying PartyINDEMNIFYING PARTY") pursuant to Sections 3.3 Section 11.1 or 5.3 hereof11.2, the Indemnitee shall give the Indemnifying Party written reasonable notice thereof within a reasonable period thereof. The omission by any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of time following its indemnification obligation under this Agreement except to the Indemnitee’s receipt of such notice. Such notice shall describe extent that the claim in reasonable detail and shall indicate the amount (estimated if necessary) of the losses that have been or may be sustained by the IndemniteeIndemnifying Party is actually prejudiced thereby. The Indemnifying Party may, subject may elect to the other provisions of this Section 11.2, compromise or defend, at such Indemnifying Party's own expense and by such Indemnifying Party's own counsel, any such matter involving the asserted liability of the Indemnitee in respect of a third-party claimIndemnitee. If the Indemnifying Party elects to compromise or defend such asserted liability, it shall within thirty (30) 30 days (or sooner, if the nature of the asserted liability so requires) notify the Indemnitee of its intent to do so, so and the Indemnitee, Indemnitee shall reasonably cooperate, at the request and reasonable expense of the Indemnifying Party, in the compromise of, or defense against, any such asserted liability. The Indemnifying Party will not be released from any obligation to indemnify the Indemnitee hereunder with respect to a claim without the prior written consent of the Indemnitee, unless If the Indemnifying Party delivers elects not to compromise or defend such asserted liability, or fails to notify the Indemnitee of its election as herein provided, the Indemnitee may, at the Indemnifying Party's expense, pay, compromise or defend such asserted liability. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any claim over the objection of the other; provided, however, that if the settlement or compromise does not result in any liability to the Indemnitee a duly executed agreement settling Indemnified Party or compromising otherwise adversely affect the Indemnified Party, consent to such claim with no monetary liability to settlement or injunctive relief against com promise shall not be unreasonably withheld. In any event, the Indemnitee and a complete release of the Indemnitee with respect thereto. The Indemnifying Party shall have the right to conduct and control the defense of any third-party claim made for which it has been provided notice hereunder. All costs and fees incurred with respect to any such claim will be borne by the Indemnifying Party. The Indemnitee will have the right to may each participate, but not control, at its own expense, in the defense or settlement of any such claim; provided, that if the Indemnitee and the Indemnifying Party shall have conflicting claims or defenses, the Indemnifying Party shall not have control of such conflicting claims or defenses and the Indemnitee shall be entitled to appoint a separate counsel for such claims and defenses at the cost and expense of the Indemnifying Partyasserted liability. If the Indemnifying Party chooses to defend any claim, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its control that are reasonably required necessary or appropriate for such defense. NoticeNot withstanding the foregoing, the Indemnitee shall have the right to employ separate counsel at the Indemnifying Party's expense and to control its own defense of such asserted liability if (a) there are or may be legal defenses available to such Indemnitee or to other Indemnitees that are different from or additional to those available to the Indemnifying Party or (b) in the reasonable opinion of counsel to such Indemnitee, a conflict or potential conflict exists between the Indemnifying Party and such Indemnitee that would make such separate representation advisable.

Notice to Indemnifying Party. If any party (the "Indemnitee") receives notice of any claim or the commencement of any action or proceeding with respect to which the other party (or parties) is obligated to provide indemnification (the "Indemnifying Party") pursuant to Sections Section 3.3 or Section 5.3 hereof, the Indemnitee shall give the Indemnifying Party written notice thereof within a reasonable period of time following the Indemnitee’s receipt of such notice. Such notice shall describe the claim in reasonable detail and shall indicate the amount (estimated if necessary) of the losses that have been or may be sustained by the Indemnitee. The Indemnifying Party may, subject to the other provisions of this Section 11.2, compromise or defend, at such Indemnifying Party's own expense and by such Indemnifying Party's own counsel, any such matter involving the asserted liability of the Indemnitee in respect of a third-party claim. If the Indemnifying Party elects to compromise or defend such asserted liability, it shall within thirty (30) days (or sooner, if the nature of the asserted liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee, shall reasonably cooperate, at the request and reasonable expense of the Indemnifying Party, in the compromise of, or defense against, such asserted liability. The Indemnifying Party will not be released from any obligation to indemnify the Indemnitee hereunder with respect to a claim without the prior written consent of the Indemnitee, unless the Indemnifying Party delivers to the Indemnitee a duly executed agreement settling or compromising such claim with no monetary liability to or injunctive relief against the Indemnitee and a complete release of the Indemnitee with respect thereto. The Indemnifying Party shall have the right to conduct and control the defense of any third-party claim made for which it has been provided notice hereunder. All costs and fees incurred with respect to any such claim will be borne by the Indemnifying Party. The Indemnitee will have the right to participate, but not control, at its own expense, the defense or settlement of any such claim; provided, that if the Indemnitee and the Indemnifying Party shall have conflicting claims or defenses, the Indemnifying Party shall not have control of such conflicting claims or defenses and the Indemnitee shall be entitled to appoint a separate counsel for such claims and defenses at the cost and expense of the Indemnifying Party. If the Indemnifying Party chooses to defend any claim, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its control that are reasonably required for such defense. Notice.

Notice to Indemnifying Party. If any party (the "Indemnitee") receives notice of any claim or the other commencement of any action or proceeding with respect to which the any other party (or parties) is obligated to provide indemnification (the "Indemnifying Party") pursuant to Sections 3.3 Section 10.1, or 5.3 hereof10.2, the Indemnitee shall promptly give the Indemnifying Party written notice thereof within a reasonable period prior to the expiration of time following the Indemnitee’s receipt of such noticeapplicable representation, warranty, covenant or agreement provided in Section 9. Such notice shall describe the claim in reasonable detail and shall indicate the amount (estimated if necessary) not be a condition precedent to any liability of the losses that have been or may be sustained by Indemnifying Party under the Indemniteeprovisions for indemnification contained in this Agreement. The Indemnifying Party may, subject to the other provisions of this Section 11.2, may compromise or defend, at such Indemnifying Party's own expense and by such Indemnifying Party's own counsel, any such matter involving the asserted liability of the Indemnitee in respect of a third-party claimIndemnitee. If In the event that the Indemnifying Party elects not to compromise or defend such asserted liabilitymatter, it shall within thirty (30) days (or sooner, if the nature of the asserted liability so requires) notify the Indemnitee of its intent to do so, and then the Indemnitee, shall reasonably cooperate, at the request and reasonable expense Indemnifying Party's expense, but by the Indemnitee's counsel, may defend such matter. The Indemnitee may not compromise the defense of any such matter without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. In any event, the Indemnitee, the Indemnifying Party and the Indemnifying Party's counsel (and, if applicable, the Indemnitee's counsel) shall cooperate in the compromise of, or defense against, any such asserted liability. The Indemnifying Party will not be released from any obligation to indemnify the Indemnitee hereunder with respect to a claim without the prior written consent of the Indemnitee, unless If the Indemnifying Party delivers to the Indemnitee a duly executed agreement settling or compromising such claim with no monetary liability to or injunctive relief against the Indemnitee and a complete release of the Indemnitee with respect thereto. The Indemnifying Party shall have the right to conduct and control answers the defense of any third-party claim made for which it has been provided notice hereunder. All costs and fees incurred with respect to any such claim will an action, no compromise or settlement thereof may be borne effected by the Indemnifying Party. The Indemnitee will have Party without the right to participateIndemnitee's consent, but which shall not control, at its own expense, the defense or settlement of any such claim; provided, that if the Indemnitee be unreasonably withheld and the Indemnifying Party shall have conflicting claims no liability with respect to any compromise or defensessettlement thereof effected without its consent, the Indemnifying Party which shall not have control of such conflicting claims or defenses and the Indemnitee shall be entitled to appoint a separate counsel for such claims and defenses at the cost and expense of the Indemnifying Partyunreasonably withheld. If the Indemnifying Party chooses to defend any claim, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its control that are reasonably required necessary or appropriate for such defense. Notice.

Notice to Indemnifying Party. If any party (the "IndemniteeINDEMNITEE") receives notice of any claim or the commencement of any action or proceeding with respect to which the other party (or parties) is obligated to provide indemnification (the "Indemnifying PartyINDEMNIFYING PARTY") pursuant to Sections Section 3.3 or Section 5.3 hereof, the Indemnitee shall give the Indemnifying Party written notice thereof within a reasonable period of time following the Indemnitee’s 's receipt of such notice. Such notice shall describe the claim in reasonable detail and shall indicate the amount (estimated if necessary) of the losses that have been or may be sustained by the Indemnitee. The Indemnifying Party may, subject to the other provisions of this Section 11.2, compromise or defend, at such Indemnifying Party's own expense and by such Indemnifying Party's own counsel, any such matter involving the asserted liability of the Indemnitee in respect of a third-party claim. If the Indemnifying Party elects to compromise or defend such asserted liability, it shall within thirty (30) days (or sooner, if the nature of the asserted liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee, shall reasonably cooperate, at the request and reasonable expense of the Indemnifying Party, in the compromise of, or defense against, such asserted liability. The Indemnifying Party will not be released from any obligation to indemnify the Indemnitee hereunder with respect to a claim without the prior written consent of the Indemnitee, unless the Indemnifying Party delivers to the Indemnitee a duly executed agreement settling or compromising such claim with no monetary liability to or injunctive relief against the Indemnitee and a complete release of the Indemnitee with respect thereto. The Indemnifying Party shall have the right to conduct and control the defense of any third-party claim made for which it has been provided notice hereunder. All costs and fees incurred with respect to any such claim will be borne by the Indemnifying Party. The Indemnitee will have the right to participate, but not control, at its own expense, the defense or settlement of any such claim; provided, that if the Indemnitee and the Indemnifying Party shall have conflicting claims or defenses, the Indemnifying Party shall not have control of such conflicting claims or defenses and the Indemnitee shall be entitled to appoint a separate counsel for such claims and defenses at the cost and expense of the Indemnifying Party. If the Indemnifying Party chooses to defend any claim, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its control that are reasonably required for such defense. NoticeNOTICE

Notice to Indemnifying Party. If any party (the "Indemnitee") ---------------------------- receives notice of any claim or the commencement of any action or proceeding with respect to which the other party (or parties) is obligated to provide indemnification (the "Indemnifying Party") pursuant to Sections 3.3 10.1 or 5.3 10.2 hereof, the Indemnitee shall give the Indemnifying Party written notice thereof within a reasonable period of time following the Indemnitee’s 's receipt of such notice. Such notice shall describe the claim in reasonable detail and shall indicate the amount (estimated if necessary) of the losses Losses that have been or may be sustained by the Indemnitee. The Indemnifying Party may, subject to the other provisions of this Section 11.210.3, compromise or defend, at such Indemnifying Party's own expense and by such Indemnifying Party's own counsel, any such matter involving the asserted liability of the Indemnitee in respect of a third-party claim. If the Indemnifying Party elects to compromise or defend such asserted liability, it shall within thirty (30) days (or sooner, if the nature of the asserted liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee, shall reasonably cooperate, at the request and reasonable expense of the Indemnifying Party, in the compromise of, or defense against, such asserted liability. The Indemnifying Party will not be released from any obligation to indemnify the Indemnitee hereunder with respect to a claim without the prior written consent of the Indemnitee, unless the Indemnifying Party delivers to the Indemnitee a duly executed agreement settling or compromising such claim with no monetary liability to or injunctive relief against the Indemnitee and a complete release of the Indemnitee with respect thereto. The Indemnifying Party shall have the right right, except as provided below in this Section 10.3, to conduct and control the defense of any third-party claim made for which it has been provided notice hereunder. All costs and fees incurred with respect to any such claim will be borne by the Indemnifying Party. The Indemnitee will have the right to participate, but not control, at its own expense, the defense or settlement of any such claim; provided, that if the Indemnitee and the Indemnifying Party -------- shall have conflicting claims or defenses, the Indemnifying Party shall not have control of such conflicting claims or defenses and the Indemnitee shall be entitled to appoint a separate counsel for such claims and defenses at the cost and expense of the Indemnifying Party. If the Indemnifying Party chooses to defend any claim, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its control that are reasonably required for such defense. Notice.