Common use of Procedure for Claims Clause in Contracts

Procedure for Claims. (1) In the event the Indemnitee is named as a party in any action, claim, suit, proceeding or investigation upon which the Indemnitee intends to base a claim for indemnification hereunder, the Indemnitee shall give the Indemnitor prompt written notice of such action, claim, suit, proceeding or investigation (provided, however, that failure of the Indemnitee to provide such notice shall not relieve the Indemnitor of any liability to the Indemnitee the Indemnitor may have under this Agreement except to the extent that the Indemnitor is materially prejudiced by such failure). (2) The Indemnitor shall participate in and, assume the defence of any such action, including for certainty any derivative action, claim, suit, proceeding or investigation all at the Indemnitor's expense provided, however, that counsel retained by the Indemnitor shall be satisfactory to the Indemnitee in the exercise of his reasonable judgement. Notwithstanding the Indemnitor's assumption of the defense of such action, claim, suit, proceeding or investigation, the Indemnitee shall have the right to employ separate counsel and to participate in, but not control, the defense of such action, claim, suit, proceeding or investigation, and the Indemnitor shall bear the reasonable fees, costs and expenses of such separate counsel as such fees, costs and expenses are incurred (provided that with respect to any single action, claim, suit, proceeding or investigation, the Indemnitor shall not be required to bear the fees, costs and expenses of more than one such counsel in any single jurisdiction) if (a) the use of counsel chosen by the Indemnitor to represent the Indemnitee would present such counsel with a conflict of interest; (b) the defendants, respondents or other parties in any such action, claim, suit, proceeding or investigation include both the Indemnitee on the one hand and the Indemnitor on the other hand, and the Indemnitee has reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them (in which case the Indemnitor shall not have the right to direct the defense of such action, claim, suit, proceeding or investigation on behalf of the Indemnitee); (c) the Indemnitor shall not have employed counsel satisfactory to the Indemnitee in the exercise of the Indemnitee's reasonable judgment to represent him, within a reasonable time after notice of the institution of such action, proceeding or investigation; or (d) the Indemnitor authorizes the Indemnitee to employ separate counsel at the Indemnitor's expense. (3) The Indemnitee shall cooperate with the Indemnitor in the Indemnitor's defense by providing such information and other assistance which the Indemnitor may reasonably request in connection with such defense. (4) The Indemnitor shall not, without the Indemnitee's prior written consent, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not the Indemnitee is a party thereto) unless such settlement, compromise, consent or termination includes a release of the Indemnitee from any liabilities arising out of such action, claim, suit or proceeding. The Indemnitee shall not, without the Indemnitor's prior written consent, admit liability, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit, investigation or proceeding referred to in the preceding paragraph and the Indemnitee shall not disclose the existence of this Agreement unless required by law, subpoena, court order or upon the advice of counsel.

Procedure for Claims. (1) In the event the Indemnitee is named as a party in any action, claim, suit, proceeding or investigation upon which the Indemnitee intends to base a claim for indemnification hereunder, the Indemnitee shall give the Indemnitor prompt written notice of such action, claim, suit, proceeding or investigation (provided, however, that failure of the Indemnitee to provide such notice shall not relieve the Indemnitor of any liability to the Indemnitee the Indemnitor may have under this Agreement except to the extent that the Indemnitor is materially prejudiced by such failure). (2) The Indemnitor shall participate in and, and assume the defence of any such action, including for certainty any derivative action, claim, suit, proceeding or investigation all at the Indemnitor's expense expense, provided, however, that counsel retained by the Indemnitor shall be satisfactory to the Indemnitee in the exercise of his reasonable judgement. Notwithstanding the Indemnitor's assumption of the defense of such action, claim, suit, proceeding or investigation, the Indemnitee shall have the right to employ separate counsel and to participate in, but not control, the defense of such action, claim, suit, proceeding or investigation, and the Indemnitor shall bear the reasonable fees, costs and expenses of such separate counsel as such fees, costs and expenses are incurred (provided that with respect to any single action, claim, suit, proceeding or investigation, the Indemnitor shall not be required to bear the fees, costs and expenses of more than one such counsel in any single jurisdiction) if (a) the use of counsel chosen by the Indemnitor to represent the Indemnitee would present such counsel with a conflict of interest; (b) the defendants, respondents or other parties in any such action, claim, suit, proceeding or investigation include both the Indemnitee on the one hand and the Indemnitor on the other hand, and the Indemnitee has reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them (in which case the Indemnitor shall not have the right to direct the defense of such action, claim, suit, proceeding or investigation on behalf of the Indemnitee); (c) the Indemnitor shall not have employed counsel satisfactory to the Indemnitee in the exercise of the Indemnitee's reasonable judgment to represent him, within a reasonable time after notice of the institution of such action, proceeding or investigation; or (d) the Indemnitor authorizes the Indemnitee to employ separate counsel at the Indemnitor's expense. (3) The Indemnitee shall cooperate with the Indemnitor in the Indemnitor's defense by providing such information and other assistance which the Indemnitor may reasonably request in connection with such defense. (4) The Indemnitor shall not, without the Indemnitee's prior written consent, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not the Indemnitee is a party thereto) unless such settlement, compromise, consent or termination includes a release of the Indemnitee from any liabilities arising out of such action, claim, suit or proceeding. The Indemnitee shall not, without the Indemnitor's prior written consent, admit liability, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit, investigation or proceeding referred to in the preceding paragraph and the Indemnitee shall not disclose the existence of this Agreement unless required by law, subpoena, court order or upon the advice of counsel.

Procedure for Claims. (1i) In the event the Indemnitee is named as a party in any action, claim, suit, proceeding or investigation upon which the Indemnitee intends to base If a claim for Damages (a “Claim”) is to be made by a Person entitled to indemnification hereunder, the Indemnitee Person claiming such indemnification (the “Indemnified Party”), subject to clause (ii) below, shall give the Indemnitor prompt written notice of such action, claim, suit, proceeding or investigation (provided, however, that failure of a “Claim Notice”) to the Indemnitee to provide such notice shall not relieve indemnifying Person (the Indemnitor “Indemnifying Party”) as soon as practicable after the Indemnified Party becomes aware of any liability fact, condition or event which may give rise to the Indemnitee the Indemnitor may have under this Agreement except to the extent that the Indemnitor is materially prejudiced by such failure). (2) The Indemnitor shall participate in and, assume the defence of any such action, including Damages for certainty any derivative action, claim, suit, proceeding or investigation all at the Indemnitor's expense provided, however, that counsel retained by the Indemnitor shall be satisfactory to the Indemnitee in the exercise of his reasonable judgement. Notwithstanding the Indemnitor's assumption of the defense of such action, claim, suit, proceeding or investigation, the Indemnitee shall have the right to employ separate counsel and to participate in, but not control, the defense of such action, claim, suit, proceeding or investigation, and the Indemnitor shall bear the reasonable fees, costs and expenses of such separate counsel as such fees, costs and expenses are incurred (provided that with respect to any single action, claim, suit, proceeding or investigation, the Indemnitor shall not be required to bear the fees, costs and expenses of more than one such counsel in any single jurisdiction) if (a) the use of counsel chosen by the Indemnitor to represent the Indemnitee would present such counsel with a conflict of interest; (b) the defendants, respondents or other parties in any such action, claim, suit, proceeding or investigation include both the Indemnitee on the one hand and the Indemnitor on the other hand, and the Indemnitee has reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them (in which case the Indemnitor shall not have the right to direct the defense of such action, claim, suit, proceeding or investigation on behalf of the Indemnitee); (c) the Indemnitor shall not have employed counsel satisfactory to the Indemnitee in the exercise of the Indemnitee's reasonable judgment to represent him, within a reasonable time after notice of the institution of such action, proceeding or investigation; or (d) the Indemnitor authorizes the Indemnitee to employ separate counsel at the Indemnitor's expense. (3) The Indemnitee shall cooperate with the Indemnitor in the Indemnitor's defense by providing such information and other assistance which the Indemnitor may reasonably request in connection with such defense. (4) The Indemnitor shall not, without the Indemnitee's prior written consent, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit or proceeding in respect of which indemnification may be sought under this Section 6.4. The failure of any Indemnified Party to give timely notice hereunder shall not affect rights to indemnification hereunder, except and only to the extent that, the Indemnifying Party demonstrates actual material damage caused by such failure. In the case of a Claim involving the assertion of a claim by a third party (whether pursuant to a lawsuit or other legal action or otherwise, a “Third-Party Claim”), if the Indemnifying Party shall acknowledge in writing to the Indemnified Party under the terms of its indemnity hereunder in connection with such Third-Party Claim, then (A) the Indemnifying party shall be entitled and, if it so elects, shall be obligated at its own cost, risk and expense, (1) to take control of the defense and investigation such Third-Party Claim and (2) to pursue the defense thereof in good faith by appropriate actions or proceedings promptly taken or instituted and diligently pursued, including, without limitation, to employ and engage attorneys of its own choice reasonably acceptable to the Indemnified Party to handle and defend the same, and (B) the Indemnifying Party shall be entitled (but not obligated), if it so elects, to compromise or settle such claim, which compromise or settlement shall be made only with the Indemnitee is written consent of the Indemnified Party, such consent not to be unreasonably withheld. In the event the Indemnifying Party elects to assume control of the defense and investigation of such lawsuit or other legal action in accordance with this Section 6.4, the Indemnified Party may, at its own cost and expense, participate in the investigation, trial and defense of such Third-Party Claim; provided that, if the named Persons to a party thereto) unless lawsuit or other legal action include both the Indemnifying Party and the Indemnified Party and the Indemnified Party has been advised in writing by counsel that there may be one or more legal defenses available such Indemnified Party that are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall be entitled, at the Indemnifying Party’s cost, risk and expense, to separate counsel of its own choosing. If the Indemnifying Party fails to assume the defense of such Third-Party Claim in accordance with this Section 6.4 within 10 calendar days after receipt of the Claim Notice, the Indemnified Party against which such Third-Party Claim has been asserted shall upon delivering notice to such effect to the Indemnifying Party have the right to undertake, at the Indemnifying Party’s cost, risk and expense, the defense, compromise and settlement of such Third- Party Claim on behalf of and for the account of the Indemnifying Party; provided that such Third-Party Claim shall not be compromised or settled without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. In the event the Indemnifying Party assumes the defense of the claim, the Indemnifying Party shall keep the Indemnified Party reasonably informed of the progress of any such defense, compromise or settlement, compromise, consent or termination includes a release and in the event the Indemnified Party assumes the defense of the Indemnitee claim, the Indemnified Party shall keep the Indemnifying Party reasonably informed of the progress of any such defense, compromise or settlement. The Indemnifying Party shall be liable for any settlement of any Third-Party Claim effected pursuant to and in accordance with this Section 6.4 and for any final judgment (subject to any right of appeal), and the Indemnifying party agrees to indemnify and hold harmless each Indemnified Party from and against any liabilities arising out and all Damages by reason of such actionsettlement or judgment. (ii) Notwithstanding clause (i) above, claimin the event that the Indemnified Party is an GG Indemnified Party, suit any Claim Notice election or proceedingother notification or correspondence required pursuant to such clause (i) shall be valid if it is delivered to Xxxx X. Xxxxxx (the “Stockholder Representative”). The Indemnitee shall not, without Responsible Party hereby irrevocably appoints the Indemnitor's prior written consent, admit liability, settle, compromise, consent Stockholder Representative as its agent and attorney-in-fact with respect to the entry matters set forth in this Section 6.4, and hereby irrevocably grants to the Stockholder Representative the authority to administer Claims on behalf of such Stockholder, to exercise such other rights and powers as are set forth in this Agreement and to enter into, and to bind such Stockholder with respect to, the settlement of any judgment such Claim. Each GOLF Indemnified Party shall be entitled to rely on the agreements and representations of, and notices and other correspondence from, the Stockholder Representative as such agent and attorney-in-fact in connection with any Claim by or otherwise seek against any Stockholder pursuant to terminate any action, claim, suit, investigation or proceeding referred to in the preceding paragraph and the Indemnitee shall not disclose the existence of this Agreement unless required by law, subpoena, court order or upon the advice of counselSection 6.4.

Procedure for Claims. 8.1. In the event of any claim for Damages arising from an Inaccuracy of the Seller’s Representations and Warranties (1each of them, individually, a “Claim”), the following provisions, subject to the liability limitations detailed in Clause 7.4 shall apply. 8.2. In the event that the Purchaser does not comply with the timeframes and/or requirements set forth under this Agreement, the Seller shall not be held liable nor responsible for any Claim. 8.3. The Purchaser shall give notice to the Seller in writing of any Claim (a “Claim Notice”) within forty-five (45) Business Days from effectively acknowledging the existence of the facts giving rise to the Claim. The Purchaser shall not be entitled to deliver a Claim Notice once the foregoing timeframe has elapsed. 8.4. If the relevant Claim is not a Third-Party Claim (as defined in Clause 8.5 below): (i) Each Claim Notice shall state, with respect to any particular Claim: (a) the obligations established in this Agreement which have been breached (with reference to the relevant Clauses), (b) a description of the Claim, (c) if possible at such stage, the nature and amount of the Damages duly justified, and (d) copies of any supporting documentation considered reasonable and pertinent by the Purchaser. (ii) The Seller has a time limit of twenty (20) Business Days from receipt of the Claim Notice to respond to the Purchaser, indicating whether it accepts or rejects, totally or partially, the Claim. During this term, the Purchaser shall grant the Seller and its advisors reasonable access to that information which may be deemed necessary to take a decision about the Claim. (iii) If the limitations set forth by the Seller’s liability regime do not apply, and if the Seller accepts the Claim, it shall become final and binding, and the Seller shall pay to the Purchaser the amount of the Damages determined in the Claim Notice, within ten (10) Business Days from the date of the Seller’s response. (iv) If the Seller rejects the Claim or does not provide a response in due time, the Seller and the Purchaser shall negotiate in good faith during ten (10) Business Days in order to reach an agreement regarding (a) whether or not the Claim is justified and appropriate, and (b) if applicable, the amount of the Damages. (v) If the Seller and the Purchaser do not reach an agreement within the specified ten (10) Business Days, either Party shall have the right to submit their dispute to the courts according to Clause 20 below. 8.5. If the Claim is based on Damages that may arise from a claim made against the Purchaser by a third-party (a “Third-Party Claim”): (i) The Claim Notice must be submitted within thirty (30) Business Days from receiving the Third-Party Claim (and in any event, before the expiration of the first half (1/2) of the term specified in the Third-Party Claim, or resulting from applicable Laws and regulations, to respond, appeal or oppose such claim). The Claim Notice shall include a copy of the Third-Party Claim and any other documentation which may be deemed necessary in order to enable the Seller’s defense against such Third-Party Claim. (ii) The Seller shall inform the Purchaser whether the Seller accepts or reject the Third-Party Claim within twenty (20) Business Days as from receipt of the Claim Notice, or, if the Third-Party Claim is subject to a time limit to appeal or oppose such claim, prior to the expiration of half (1/2) of the term available to reply to or answer the Third-Party Claim. (iii) If the limitations set forth by the Seller’s liability regime do not apply, and if the Seller agrees with the Third-Party Claim, the Seller shall pay to the Purchaser the amount of the Third-Party Claim within ten (10) Business Days from the Seller’s response. (iv) In the event that the Indemnitee is named as a party in any actionSeller opposes the Third-Party Claim, claim, suit, proceeding or investigation upon which it shall have the Indemnitee intends right (but not the obligation) to base a claim for indemnification hereunderdefend such Third-Party Claim. If the Seller so elects, the Indemnitee Seller shall give have the Indemnitor prompt written notice exclusive right and control over such defense (including the exclusive right to compromise or settle the Third-Party Claim), and the Purchaser shall carry out whatever actions may be deemed necessary in order to enable the Seller to oppose such Third-Party Claim (including, in particular, but not limited to, the granting of such action, claim, suit, proceeding or investigation (provided, however, that failure powers of attorney in favor of the Indemnitee attorneys and court agents appointed by the Seller). If Seller decides to provide take control over the defense, the defense legal fees, costs and expenses, including those related to guarantees, deposits, bonds, bank endorsements, and advance payments, shall be borne exclusively by the Seller. If Sxxxxx decides not to defend such notice Third-Party Claim, then the Seller shall not relieve carry out whatever actions may be deemed necessary in order to enable the Indemnitor of any liability Purchaser to deal with such Third-Party Claim. (v) In the event that the Seller opposes to the Indemnitee Third-Party Claim but does not exercise its right to defend such Third-Party Claim, the Indemnitor may have under this Agreement except Purchaser shall, in good faith, assume such defense. At first instance, the defense legal fees, costs and expenses, including those related to guarantees, deposits, bonds, bank endorsements, and advance payments, shall be borne exclusively by the Purchaser. If such opposed Third-Party Claim is resolved by (a) a final and binding judicial ruling or arbitration award in favor of a third-party claimant not subject to appeal, or (b) a binding settlement transaction (which shall always be subject to the prior consent of the Seller), whereby the Purchaser must pay a specific amount, the Seller shall pay to the Purchaser such amount (including any associated expenses and costs), to the extent that the Indemnitor limitations set forth by the Seller’s liability regime do not apply (if the Seller has provided its consent, the limitations shall not be taken into account). This payment shall be made within ten (10) Business Days from the Seller becoming aware of the abovementioned judicial ruling, arbitration award or settlement transaction. Furthermore, if the opposed Third-Party Claim is materially prejudiced finally resolved by such failure)(a) a final and binding judicial ruling or arbitration award against a third-party claimant not subject to appeal, or (b) a binding settlement transaction, whereby the Purchaser is released or exempted from any obligation to compensate the third-party claimant, the Seller shall not be liable for any amount to the Purchaser. (2) 8.6. The Indemnitor Purchaser and the Seller shall participate keep each other informed, at all times, of the status of the Third-Party Claims, irrespective of the Party that has assumed the defense. Both Parties agree to cooperate and provide each other with reasonable assistance that may be required or convenient in and, assume the defence of any such action, including for certainty any derivative action, claim, suit, proceeding or investigation all at the Indemnitor's expense provided, however, that counsel retained by the Indemnitor shall be satisfactory to the Indemnitee in the exercise of his reasonable judgement. Notwithstanding the Indemnitor's assumption of connection with the defense of such action, claim, suit, proceeding or investigation, the Indemnitee shall have the right to employ separate counsel and to participate in, but not control, the defense of such action, claim, suit, proceeding or investigation, and the Indemnitor shall bear the reasonable fees, costs and expenses of such separate counsel as such fees, costs and expenses are incurred (provided that with respect to any single action, claim, suit, proceeding or investigation, the Indemnitor shall not be required to bear the fees, costs and expenses of more than one such counsel in any single jurisdiction) if (a) the use of counsel chosen by the Indemnitor to represent the Indemnitee would present such counsel with a conflict of interest; (b) the defendants, respondents or other parties in any such action, claim, suit, proceeding or investigation include both the Indemnitee on the one hand and the Indemnitor on the other hand, and the Indemnitee has reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them (in which case the Indemnitor shall not have the right to direct the defense of such action, claim, suit, proceeding or investigation on behalf of the Indemnitee); (c) the Indemnitor shall not have employed counsel satisfactory to the Indemnitee in the exercise of the Indemnitee's reasonable judgment to represent him, within a reasonable time after notice of the institution of such action, proceeding or investigation; or (d) the Indemnitor authorizes the Indemnitee to employ separate counsel at the Indemnitor's expenseThird-Party Claim. (3) The Indemnitee shall cooperate with the Indemnitor in the Indemnitor's defense by providing such information and other assistance which the Indemnitor may reasonably request in connection with such defense. (4) The Indemnitor shall not, without the Indemnitee's prior written consent, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not the Indemnitee is a party thereto) unless such settlement, compromise, consent or termination includes a release of the Indemnitee from any liabilities arising out of such action, claim, suit or proceeding. The Indemnitee shall not, without the Indemnitor's prior written consent, admit liability, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit, investigation or proceeding referred to in the preceding paragraph and the Indemnitee shall not disclose the existence of this Agreement unless required by law, subpoena, court order or upon the advice of counsel.

Procedure for Claims. (1a) In Any person who desires to seek indemnification under any part of this Section 18 (each, an “Indemnified Party”) shall give written notice in reasonable detail (a “Claim Notice”) to each party responsible or alleged to be responsible for indemnification hereunder (an “Indemnitor”) and the event Deposit Holder prior to any applicable Expiration Date (as defined below). Such notice shall briefly explain the Indemnitee nature of the claim and the parties known to be invoked, and shall specify the amount thereof. If the matter to which a claim relates shall not have been resolved as of the date of the Claim Notice, the Indemnified Party shall estimate the amount of the claim in the Claim Notice, but also specify therein that the claim has not yet been liquidated (an “Unliquidated Claim”). If an Indemnified Party gives a Claim Notice for an Unliquidated Claim, the Indemnified Party shall also give a second Claim Notice (the “Liquidated Claim Notice”) within 60 days after the matter giving rise to the claim becomes finally resolved, and the second Claim Notice shall specify the amount of the claim. Each Indemnitor to which a Claim Notice is named as given shall respond to any Indemnified Party that has given a party in any actionClaim Notice (a “Claim Response”) within 30 days (the “Response Period”) after the later of (i) the date that the Claim Notice is given or (ii) if a Claim Notice is first given with respect to an Unliquidated Claim, claim, suit, proceeding or investigation upon the date on which the Indemnitee intends Liquidated Claim Notice is given. Any Claim Response shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the Claim Notice. If any Indemnitor fails to base give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice. If any Indemnitor elects not to dispute a claim for indemnification hereunderdescribed in a Claim Notice, whether by failing to give a timely Claim Response in accordance with the Indemnitee shall give terms hereof or otherwise, then the Indemnitor prompt written notice amount of such action, claim, suit, proceeding or investigation (provided, however, that failure claim shall be conclusively deemed to be an obligation of the Indemnitee to provide such notice shall not relieve the Indemnitor of any liability to the Indemnitee the Indemnitor may have under this Agreement except to the extent that the Indemnitor is materially prejudiced by such failure)Indemnitor. (2b) The Indemnitor shall participate in and, assume the defence of If any such action, including for certainty any derivative action, claim, suit, proceeding or investigation all at the Indemnitor's expense provided, however, that counsel retained by the Indemnitor shall be satisfactory obligated to indemnify an Indemnified Party pursuant to this Section 18, such Indemnitor shall pay to such Indemnified Party the amount to which such Indemnified Party shall be entitled within 15 business days after the day on which such Indemnitor became so obligated to the Indemnitee Indemnified Party. If the Indemnified Party is Buyer or another Buyer Indemnitee, it shall seek payment solely from the funds escrowed in accordance with Section 18.4 above. If any Indemnitor fails to pay all or part of any indemnification obligation when due, then such Indemnitor shall also be obligated to pay to the exercise of his reasonable judgement. Notwithstanding applicable Indemnified Party interest on the unpaid amount for each day during which the obligation remains unpaid at an annual rate equal to the prime rate plus 5%. (c) If, during the Response Period, an Indemnified Party receives a Claim Response from the Indemnitor's assumption , then for a period of 45 days (the defense “Resolution Period”) after the Indemnified Party’s receipt of such action, claim, suit, proceeding or investigationClaim Response, the Indemnitee shall have the right to employ separate counsel and to participate in, but not control, the defense of such action, claim, suit, proceeding or investigation, Indemnified Party and the Indemnitor shall bear endeavor to resolve any dispute arising therefrom. If such dispute is resolved by the reasonable feesparties during the Resolution Period, costs and expenses the amount that the parties have specified as the amount to be paid by the Indemnitor, if any, as settlement for such dispute shall be conclusively deemed to be an obligation of such separate counsel as such fees, costs and expenses are incurred (provided that with respect to any single action, claim, suit, proceeding or investigation, the Indemnitor shall not be required to bear the fees, costs and expenses of more than one such counsel in any single jurisdiction) if (a) the use of counsel chosen by the Indemnitor to represent the Indemnitee would present such counsel with a conflict of interest; (b) the defendants, respondents or other parties in any such action, claim, suit, proceeding or investigation include both the Indemnitee on the one hand and the Indemnitor on the other hand, and the Indemnitee has reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them (in which case the Indemnitor shall not have the right to direct the defense of such action, claim, suit, proceeding or investigation on behalf of the Indemnitee); (c) the Indemnitor shall not have employed counsel satisfactory to the Indemnitee in the exercise of the Indemnitee's reasonable judgment to represent him, within a reasonable time after notice of the institution of such action, proceeding or investigation; or Indemnitor. (d) If the Indemnitor authorizes Indemnified Party is a Buyer Indemnitee, then within two business days from the date on which such Buyer Indemnitee became entitled to employ separate counsel at the Indemnitor's expense. (3) The Indemnitee such funds, Buyer and Seller shall cooperate with the Indemnitor in the Indemnitor's defense by providing such information and other assistance which the Indemnitor may reasonably request in connection with such defense. (4) The Indemnitor shall not, without the Indemnitee's prior provide joint written consent, settle, compromise, consent instructions to the entry Escrow Agent as to (i) the amount of any judgment in or otherwise seek funds, if any, to terminate any action, claim, suit or proceeding in respect of which indemnification may be sought hereunder dispersed from the Escrow Funds and (whether or not the Indemnitee is a party theretoii) unless such settlement, compromise, consent or termination includes a release of the Indemnitee from any liabilities arising out of such action, claim, suit or proceeding. The Indemnitee shall not, without the Indemnitor's prior written consent, admit liability, settle, compromise, consent instructions as to the entry of any judgment manner in or otherwise seek to terminate any action, claim, suit, investigation or proceeding referred to in which such funds shall be dispersed by the preceding paragraph and the Indemnitee shall not disclose the existence of this Agreement unless required by law, subpoena, court order or upon the advice of counselEscrow Agent.

Procedure for Claims. (1) In the event the Indemnitee is named as a party in any action, claim, suit, proceeding or investigation upon which the Indemnitee intends An Indemnified Party wishing to base assert a claim for indemnification hereunderunder this Article VII shall deliver to the Indemnifying Party a written notice (a “Claim Notice”) which contains (i) a description and the amount (the “Claimed Amount”) of any Damages incurred by the Indemnified Party, (ii) a statement that the Indemnified Party is entitled to indemnification under this Article VII and a reasonable explanation of the basis therefor, and (iii) a demand for payment in the amount of such Damages. Within 30 days after delivery of a Claim Notice, the Indemnitee Indemnifying Party shall give deliver to the Indemnitor prompt Indemnified Party a written notice response in which the Indemnifying Party shall: (I) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Claimed Amount, by check or by wire transfer), (II) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”) (in which case such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Agreed Amount, by check or by wire transfer), or (III) contest that the Indemnified Party is entitled to receive any of the Claimed Amount. If the Indemnifying Party in such response contests the payment of all or part of the Claimed Amount, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve such dispute. If such dispute is not resolved within 60 days following the delivery by the Indemnifying Party of such action, claim, suit, proceeding or investigation (provided, however, that failure of the Indemnitee to provide such notice shall not relieve the Indemnitor of any liability to the Indemnitee the Indemnitor may have under this Agreement except to the extent that the Indemnitor is materially prejudiced by such failure). (2) The Indemnitor shall participate in and, assume the defence of any such action, including for certainty any derivative action, claim, suit, proceeding or investigation all at the Indemnitor's expense provided, however, that counsel retained by the Indemnitor shall be satisfactory to the Indemnitee in the exercise of his reasonable judgement. Notwithstanding the Indemnitor's assumption of the defense of such action, claim, suit, proceeding or investigationresponse, the Indemnitee Indemnifying Party and the Indemnified Party shall each have the right to employ separate counsel and submit such dispute to participate in, but not control, the defense a court of such action, claim, suit, proceeding or investigation, and the Indemnitor shall bear the reasonable fees, costs and expenses of such separate counsel as such fees, costs and expenses are incurred (provided that with respect to any single action, claim, suit, proceeding or investigation, the Indemnitor shall not be required to bear the fees, costs and expenses of more than one such counsel competent jurisdiction in any single jurisdiction) if (a) the use of counsel chosen by the Indemnitor to represent the Indemnitee would present such counsel with a conflict of interest; (b) the defendants, respondents or other parties in any such action, claim, suit, proceeding or investigation include both the Indemnitee on the one hand and the Indemnitor on the other hand, and the Indemnitee has reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them (in which case the Indemnitor shall not have the right to direct the defense of such action, claim, suit, proceeding or investigation on behalf of the Indemnitee); (c) the Indemnitor shall not have employed counsel satisfactory to the Indemnitee in the exercise of the Indemnitee's reasonable judgment to represent him, within a reasonable time after notice of the institution of such action, proceeding or investigation; or (d) the Indemnitor authorizes the Indemnitee to employ separate counsel at the Indemnitor's expense. (3) The Indemnitee shall cooperate accordance with the Indemnitor in the Indemnitor's defense by providing such information and other assistance which the Indemnitor may reasonably request in connection with such defenseprovisions of Section 10.12. (4) The Indemnitor shall not, without the Indemnitee's prior written consent, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not the Indemnitee is a party thereto) unless such settlement, compromise, consent or termination includes a release of the Indemnitee from any liabilities arising out of such action, claim, suit or proceeding. The Indemnitee shall not, without the Indemnitor's prior written consent, admit liability, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit, investigation or proceeding referred to in the preceding paragraph and the Indemnitee shall not disclose the existence of this Agreement unless required by law, subpoena, court order or upon the advice of counsel.

Procedure for Claims. (1) In the event the Indemnitee is named as For purposes hereof, a party in any action, claim, suit, proceeding or investigation upon which claiming a right to indemnification shall be referred to as the Indemnitee intends “Indemnified Party” and the party against whom such indemnification claim is made shall be referred to base as the “Indemnifying Party.” An Indemnified Party wishing to assert a claim for indemnification hereunderunder Section 10.2 (other than a Third-Party Claim covered by Section 10.3(b) below) shall deliver to the Indemnifying Party a certificate (an “Indemnification Notice”) signed by any officer of the Indemnified Party, (A) stating the Indemnified Party’s good faith estimate of the Indemnified Losses (the aggregate amount of such estimate of Indemnified Losses being referred to as the “Claimed Amount”), (B) to the extent reasonably available to, and reasonably determinable by, the Indemnitee Indemnified Party, specifying in reasonable detail the facts pertinent to such claim(s), the individual items of Indemnified Losses included in the amount so stated, the method of computation thereof and the basis for indemnification to which such item is related and (C) demanding payment of the Claimed Amount if such amount shall give the Indemnitor prompt written notice of such action, claim, suit, proceeding or investigation (have been finally determined; provided, however, that the failure of the Indemnitee Indemnified Party to provide such give reasonably prompt notice of the asserted claim shall not relieve preclude the Indemnitor of Indemnified Party from any liability to the Indemnitee the Indemnitor indemnification which it may have under claim in accordance with this Agreement Article X except to the extent that the Indemnitor such Indemnifying Party is materially prejudiced by reason of such delay or failure). . Within twenty (20) Business Days after delivery of such Indemnification Notice, the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall: (1) agree that the Indemnified Party is entitled to receive all of the Claimed Amount, (2) The Indemnitor shall participate in and, assume agree that the defence of any such action, including for certainty any derivative action, claim, suit, proceeding or investigation all at the Indemnitor's expense provided, however, that counsel retained by the Indemnitor shall be satisfactory Indemnified Party is entitled to the Indemnitee in the exercise of his reasonable judgement. Notwithstanding the Indemnitor's assumption of the defense of such action, claim, suit, proceeding or investigation, the Indemnitee shall have the right to employ separate counsel and to participate inreceive part, but not controlall, of the Claimed Amount (the “Agreed Amount”) and, to the extent reasonably available to, and reasonably determinable by, the defense of such actionIndemnifying Party, claim, suit, proceeding or investigation, and the Indemnitor shall bear the specifying in reasonable fees, costs and expenses of such separate counsel as such fees, costs and expenses are incurred (provided that with respect to any single action, claim, suit, proceeding or investigationdetail, the Indemnitor shall reasons why the Indemnified Party is not be required entitled to bear the fees, costs and expenses of more than one such counsel in any single jurisdiction) if (a) the use of counsel chosen by the Indemnitor to represent the Indemnitee would present such counsel with a conflict of interest; (b) the defendants, respondents or other parties in any such action, claim, suit, proceeding or investigation include both the Indemnitee on the one hand and the Indemnitor on the other hand, and the Indemnitee has reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them (in which case the Indemnitor shall not have the right to direct the defense of such action, claim, suit, proceeding or investigation on behalf receive all of the Indemnitee); (c) the Indemnitor shall not have employed counsel satisfactory to the Indemnitee in the exercise of the Indemnitee's reasonable judgment to represent him, within a reasonable time after notice of the institution of such action, proceeding Claimed Amount or investigation; or (d) the Indemnitor authorizes the Indemnitee to employ separate counsel at the Indemnitor's expense. (3) The Indemnitee shall cooperate with contest that the Indemnitor Indemnified Party is entitled to receive any of the Claimed Amount and specifying in the Indemnitor's defense by providing such information and other assistance which the Indemnitor may reasonably request in connection with such defense. (4) The Indemnitor shall notreasonable detail, without the Indemnitee's prior written consent, settle, compromise, consent to the entry extent reasonably available to, and reasonably determinable by, the Indemnifying Party, the reasons why the Indemnified Party is not entitled to receive all of any judgment in the Claimed Amount. In the case of (1) or otherwise seek to terminate any action, claim, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not 2) above where the Indemnitee Indemnified Party is a party theretoBuyer Indemnified Party, the Sellers’ Representative and the Indemnified Party shall deliver to the Escrow Agent, within three (3) unless Business Days following delivery of such settlementwritten response, compromisea written notice executed by both such parties instructing the Escrow Agent to distribute to the Indemnified Party, consent or termination includes a release from and to the extent of the Indemnitee from any liabilities arising out of such actionIndemnity Escrow Amount, claim, suit or proceeding. The Indemnitee shall not, without the Indemnitor's prior written consent, admit liability, settle, compromise, consent an amount equal to the entry Claimed Amount or Agreed Amount, as applicable. If the Indemnifying Party in such response contests the payment of any judgment in all or otherwise seek to terminate any actionpart of the Claimed Amount, claim, suit, investigation or proceeding referred to in then the preceding paragraph Indemnifying Party and the Indemnitee Indemnified Party shall not disclose the existence of this Agreement unless required by law, subpoena, court order or upon the advice of counseluse good faith efforts to resolve such dispute in accordance with Section 10.3(c) below.

Procedure for Claims. (1) In the event the Indemnitee is named as a party in any action, claim, suit, proceeding or investigation upon which the Indemnitee intends to base If a claim for Damages (a "Claim") is to be made under Article 8 by a person entitled to indemnification hereunder, the Indemnitee person claiming such indemnification (the "Indemnified Party") shall give the Indemnitor prompt written notice of such action, claim, suit, proceeding or investigation (provided, however, that failure of a "Claim Notice") to the Indemnitee to provide such notice shall not relieve indemnifying person (the Indemnitor "Indemnifying Party") as soon as practicable after the Indemnified Party becomes aware of any liability fact, condition or event which may give rise to the Indemnitee the Indemnitor may have under this Agreement except to the extent that the Indemnitor is materially prejudiced by such failure). (2) The Indemnitor shall participate in and, assume the defence of any such action, including Damages for certainty any derivative action, claim, suit, proceeding or investigation all at the Indemnitor's expense provided, however, that counsel retained by the Indemnitor shall be satisfactory to the Indemnitee in the exercise of his reasonable judgement. Notwithstanding the Indemnitor's assumption of the defense of such action, claim, suit, proceeding or investigation, the Indemnitee shall have the right to employ separate counsel and to participate in, but not control, the defense of such action, claim, suit, proceeding or investigation, and the Indemnitor shall bear the reasonable fees, costs and expenses of such separate counsel as such fees, costs and expenses are incurred (provided that with respect to any single action, claim, suit, proceeding or investigation, the Indemnitor shall not be required to bear the fees, costs and expenses of more than one such counsel in any single jurisdiction) if (a) the use of counsel chosen by the Indemnitor to represent the Indemnitee would present such counsel with a conflict of interest; (b) the defendants, respondents or other parties in any such action, claim, suit, proceeding or investigation include both the Indemnitee on the one hand and the Indemnitor on the other hand, and the Indemnitee has reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them (in which case the Indemnitor shall not have the right to direct the defense of such action, claim, suit, proceeding or investigation on behalf of the Indemnitee); (c) the Indemnitor shall not have employed counsel satisfactory to the Indemnitee in the exercise of the Indemnitee's reasonable judgment to represent him, within a reasonable time after notice of the institution of such action, proceeding or investigation; or (d) the Indemnitor authorizes the Indemnitee to employ separate counsel at the Indemnitor's expense. (3) The Indemnitee shall cooperate with the Indemnitor in the Indemnitor's defense by providing such information and other assistance which the Indemnitor may reasonably request in connection with such defense. (4) The Indemnitor shall not, without the Indemnitee's prior written consent, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit or proceeding in respect of which indemnification may be sought under Section 8.2. The failure of any Indemnified Party to give timely notice hereunder shall not affect rights to indemnification hereunder, except and only to the extent that, the Indemnifying Party demonstrates actual material damage caused by such failure. In the case of a Claim involving the assertion of a claim by a third party (whether pursuant to a lawsuit or other legal action or otherwise, a "Third-Party Claim"), if the Indemnifying Party shall acknowledge in writing to the Indemnified Party that the Indemnifying Party shall be obligated to indemnify the Indemnified Party under the terms of its indemnity hereunder in connection with such Third-Party Claim, then (A) the Indemnifying Party shall be entitled and, if it so elects, shall be obligated at its own cost, risk and expense, (1) to take control of the defense and investigation of such Third-Party Claim and (2) to pursue the defense thereof in good faith by appropriate actions or proceedings promptly taken or instituted and diligently pursued, including, without limitation, to employ and engage attorneys of its own choice reasonably acceptable to the Indemnified Party to handle and defend the same, and (B) the Indemnifying Party shall be entitled (but not obligated), if it so elects, to compromise or settle such claim, which compromise or settlement shall be made only with the Indemnitee is written consent of the Indemnified Party, such consent not to be unreasonably withheld. In the event the Indemnifying Party elects to assume control of the defense and investigation of such lawsuit or other legal action in accordance with this Section 8.4, the Indemnified Party may, at its own cost and expense, participate in the investigation, trial and defense of such Third-Party Claim; provided that, if the named persons to a party theretolawsuit or other legal action include both the Indemnifying Party and the Indemnified Party and the Indemnified Party has been advised in writing by counsel that there may be one or more legal defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall be entitled, at the Indemnifying Party's cost, risk and expense, to separate counsel of its own choosing. If the Indemnifying Party fails to assume the defense of such Third-Party Claim in accordance with this Section 8.4 within 10 calendar days after receipt of the Claim Notice, the Indemnified Party against which such Third-Party Claim has been asserted shall (upon delivering notice to such effect to the Indemnifying Party) unless have the right to undertake the defense, compromise and settlement of such Third-Party Claim. In the event the Indemnifying Party assumes the defense of the claim, the Indemnifying Party shall keep the Indemnified Party reasonably informed of the progress of any such defense, compromise or settlement, compromise, consent or termination includes a release and in the event the Indemnified Party assumes the defense of the Indemnitee claim, the Indemnified Party shall keep the Indemnifying Party reasonably informed of the progress of any such defense, compromise or settlement. The Indemnifying Party shall be liable for any settlement of any Third-Party Claim effected pursuant to and in accordance with this Section 8.4 and for any final judgment (subject to any right of appeal), and the Indemnifying Party agrees to indemnify and hold harmless each Indemnified Party from and against any liabilities arising out and all Damages by reason of such action, claim, suit settlement or proceeding. The Indemnitee shall not, without the Indemnitor's prior written consent, admit liability, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit, investigation or proceeding referred to in the preceding paragraph and the Indemnitee shall not disclose the existence of this Agreement unless required by law, subpoena, court order or upon the advice of counseljudgment.

Procedure for Claims. (1) In the event the Indemnitee is named as a party in any action, claim, suit, proceeding or investigation upon which the Indemnitee intends to base If a claim for indemnification pursuant to Section 9.2 (a “Claim”) is to be made by an Indemnified Party entitled to indemnification hereunder, the Indemnitee Indemnified Party claiming indemnification shall give the Indemnitor prompt written notice to the other Party (the “Indemnifying Party”) reasonably promptly after the Indemnified Party becomes aware of such actionany fact, claimcondition or event that may give rise to Damages for which indemnification may be sought under Section 9.2, suitor receipt by the Indemnified Party of notice of a claim involving the assertion of a claim by a Third Party that may give rise to Damages for which indemnification may be sought under Section 9.2 (whether pursuant to a lawsuit, proceeding other legal action or investigation (providedotherwise, however, that a “Third Party Claim”). The failure of the Indemnitee any Indemnified Party to provide such give timely notice hereunder shall not relieve the Indemnitor of any liability affect its rights to the Indemnitee the Indemnitor may have under this Agreement indemnification hereunder, except and only to the extent that the Indemnitor is materially prejudiced Indemnifying Party suffers damage caused by such failure). . The Indemnifying Party shall have thirty (230) The Indemnitor shall participate days (or such lesser number of days set forth in and, assume the defence notice as may be required by court proceeding in the event of any a litigated matter) after receipt of the notice to notify the Indemnified Party that it desires to defend the Indemnified Party against such action, including for certainty any derivative action, claim, suit, proceeding or investigation all at the Indemnitor's expense Third Party Claim; provided, howeverthat the Indemnifying Party shall not be entitled to defend any Third Party Claim that seeks remedies other than money damages without the written agreement of the Indemnified Party. In the case of a Third Party Claim, that counsel retained by the Indemnitor party conducting the defense (the “Defending Party”) shall be satisfactory determine and conduct the defense, compromise or settlement of such Third Party Claim and (i) the other party (the “Non-Defending Party”) shall make available to the Indemnitee Defending Party any documents and materials in the exercise of his reasonable judgement. Notwithstanding the Indemnitor's assumption of its or its Affiliates’ possession or control that may be necessary to the defense of such actionThird Party Claim (provided, claim, suit, proceeding or investigation, that the Indemnitee shall have the right to employ separate counsel and to participate in, but not control, the defense of such action, claim, suit, proceeding or investigation, and the Indemnitor shall bear the reasonable fees, costs and expenses of such separate counsel as such fees, costs and expenses are incurred (provided that with respect to any single action, claim, suit, proceeding or investigation, the Indemnitor Non-Defending Party shall not be required to bear furnish any such documents or materials which would (in the feesreasonable judgment of such party upon advice of counsel) be reasonably likely to (A) constitute a waiver of the attorney-client or other privilege held by such party or any of its Affiliates, costs (B) violate any applicable Laws, or (C) breach any agreement of such party or any of its Affiliates with any Third Party; provided, that such Non-Defending Party shall use reasonable best efforts to obtain any required consents and take such other reasonable action (such as the entry into a joint defense agreement or other arrangement to avoid loss of attorney-client privilege) to permit such disclosure) and (ii) the Defending Party shall keep the Non-Defending Party reasonably informed of all material developments and events relating to such Third Party Claim. The Non-Defending Party, at its sole option and expense, may participate in any defense and investigation of such Third Party Claim or settlement negotiations with respect to such Third Party Claim; provided that if the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes, based on advice from counsel, that the Indemnifying Party and the Indemnified Party have conflicting interests with respect to such Third Party Claim, the reasonable fees and expenses of counsel to the Indemnified Party solely in connection therewith shall be considered “Damages” for purposes of this Agreement; provided, further, that in no event shall the Indemnifying Party be responsible for the fees and expenses of more than one such (1) counsel for all Indemnified Parties. Except with the written consent of the Non-Defending Party (not to be unreasonably withheld, conditioned or delayed), the Defending Party shall not, in any single jurisdiction) if (a) the use of counsel chosen by the Indemnitor to represent the Indemnitee would present such counsel with a conflict of interest; (b) the defendants, respondents or other parties in any such action, claim, suit, proceeding or investigation include both the Indemnitee on the one hand and the Indemnitor on the other hand, and the Indemnitee has reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them (in which case the Indemnitor shall not have the right to direct the defense of such action, claim, suit, proceeding or investigation on behalf of the Indemnitee); (c) the Indemnitor shall not have employed counsel satisfactory to the Indemnitee in the exercise of the Indemnitee's reasonable judgment to represent him, within a reasonable time after notice of the institution of such action, proceeding or investigation; or (d) the Indemnitor authorizes the Indemnitee to employ separate counsel at the Indemnitor's expense. (3) The Indemnitee shall cooperate with the Indemnitor in the Indemnitor's defense by providing such information and other assistance which the Indemnitor may reasonably request in connection with such defense. (4) The Indemnitor shall not, without the Indemnitee's prior written consent, settle, compromiseThird Party Claim, consent to the entry of any judgment in or otherwise seek enter into any compromise or settlement (1) which does not include as an unconditional term thereof the giving to terminate any actionthe Indemnified Party by the Third Party of a release from all liability with respect to such suit, claim, suit action, or proceeding in respect proceeding; (2) unless there is no finding or admission of which indemnification (A) any violation of Law by the Indemnified Party (or any Affiliate thereof), (B) any Liability on the part of the Indemnified Party (or any Affiliate thereof) not indemnified hereunder or (C) any violation of the rights of any Person and no effect on any other claims of a similar nature that may be sought hereunder made by the same Third Party against the Indemnified Party (whether or not any Affiliate thereof); or (iii) which exceeds the Indemnitee is a party thereto) unless such settlementIndemnification Cap. With respect to Claims other than Third Party Claims, compromise, consent or termination includes a release of after the Indemnitee from any liabilities arising out of such action, claim, suit or proceeding. The Indemnitee shall not, without the Indemnitor's prior written consent, admit liability, settle, compromise, consent to the entry giving of any judgment in or otherwise seek notice of a Claim pursuant to terminate any actionthis Section 9.5, claim, suit, investigation or proceeding referred the amount of indemnification to in which an Indemnified Party shall be entitled under this Article 9 shall be determined: (I) by the preceding paragraph written agreement between the Indemnified Party and the Indemnitee Indemnifying Party; (II) in accordance with Section 11.7; or (III) by any other means to which the Indemnified Party and the Indemnifying Party shall not disclose the existence of this Agreement unless required by law, subpoena, court order or upon the advice of counselagree.

Procedure for Claims. (1) In the event the Indemnitee is named as a party in any action, claim, suit, proceeding or investigation upon which the Indemnitee intends An Indemnified Party wishing to base assert a claim for indemnification hereunderunder this Section 8 (other than a Third Party claim covered by Section 8.3.2 below) shall promptly deliver to the Indemnifying Party an Officer’s Certificate of the Indemnified Party within the applicable timeframe provided in Section 8.2.4 above (A) stating that such Indemnified Party has paid, sustained, incurred or accrued Losses subject to potential indemnification under this Section 8 (the aggregate amount of such Losses subject to indemnification hereunder as of the date of such claim being referred to as the “Claimed Amount”), (B) specifying in reasonable detail the facts pertinent to such claim(s), the Indemnitee shall give individual items of Losses (if applicable) included in the Indemnitor prompt written notice amount so stated and the nature of basis for indemnification to which such item is related, and (C) demanding payment of the Claimed Amount. Within [***] after delivery of such actionOfficer’s Certificate, claim, suit, proceeding or investigation the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall: (provided, however, I) agree that failure the Losses stated in such Officer’s Certificate are subject to indemnification under this Section 8 and the Indemnified Party is entitled to receive all of the Indemnitee to provide such notice shall not relieve the Indemnitor of any liability to the Indemnitee the Indemnitor may have under this Agreement except to the extent that the Indemnitor is materially prejudiced by such failure). (2) The Indemnitor shall participate in and, assume the defence of any such action, including for certainty any derivative action, claim, suit, proceeding or investigation all at the Indemnitor's expense provided, however, that counsel retained by the Indemnitor shall be satisfactory to the Indemnitee in the exercise of his reasonable judgement. Notwithstanding the Indemnitor's assumption of the defense of such action, claim, suit, proceeding or investigation, the Indemnitee shall have the right to employ separate counsel and to participate in, but not control, the defense of such action, claim, suit, proceeding or investigation, and the Indemnitor shall bear the reasonable fees, costs and expenses of such separate counsel as such fees, costs and expenses are incurred (provided that with respect to any single action, claim, suit, proceeding or investigation, the Indemnitor shall not be required to bear the fees, costs and expenses of more than one such counsel in any single jurisdiction) if (a) the use of counsel chosen by the Indemnitor to represent the Indemnitee would present such counsel with a conflict of interest; (b) the defendants, respondents or other parties in any such action, claim, suit, proceeding or investigation include both the Indemnitee on the one hand and the Indemnitor on the other hand, and the Indemnitee has reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them Claimed Amount (in which case the Indemnitor Indemnifying Party shall not have pay to the right to direct the defense of such actionIndemnified Party, claim, suit, proceeding or investigation on behalf within [***] following delivery of the Indemniteeresponse, an amount equal to the Claimed Amount); (cII) agree that the Indemnitor Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”) (in which case the Indemnifying Party shall not have employed counsel satisfactory pay to the Indemnitee in the exercise Indemnified Party, within [***] following delivery of the Indemnitee's response, an amount equal to the Agreed Amount and shall specify in reasonable judgment to represent him, within a reasonable time after notice detail which parts of the institution Claimed Amount the indemnifying Party is disputing and together with a summary of the reasons for such action, proceeding or investigationdispute; or (dIII) contest that the Indemnitor authorizes the Indemnitee Indemnified Party is entitled to employ separate counsel at the Indemnitor's expense. (3) The Indemnitee shall cooperate with the Indemnitor in the Indemnitor's defense by providing such information and other assistance which the Indemnitor may reasonably request in connection with such defense. (4) The Indemnitor shall not, without the Indemnitee's prior written consent, settle, compromise, consent to the entry of receive any judgment in or otherwise seek to terminate any action, claim, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not the Indemnitee is a party thereto) unless such settlement, compromise, consent or termination includes a release of the Indemnitee from any liabilities arising out Claimed Amount and provide a summary of the reasons for such actiondispute. If the Indemnifying Party in such response contests the payment of all or part of the Claimed Amount, claim, suit or proceeding. The Indemnitee shall not, without then the Indemnitor's prior written consent, admit liability, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit, investigation or proceeding referred to in the preceding paragraph Indemnifying Party and the Indemnitee Indemnified Party shall not disclose use good faith efforts to resolve such dispute within [***] following the existence delivery by the Indemnifying Party of this Agreement unless required by law, subpoena, court order or upon the advice of counselits response to such Officer’s Certificate.

Procedure for Claims. (1) In the event the Indemnitee is named as a party in any action, claim, suit, proceeding or investigation upon which the Indemnitee intends to base If a claim for Damages (a "Claim") is to be made by a person entitled to indemnification hereunder, the Indemnitee person claiming such indemnification (the "Indemnified Party") shall give the Indemnitor prompt written notice of such action, claim, suit, proceeding or investigation (provided, however, that failure of a "Claim Notice") to the Indemnitee to provide such notice shall not relieve indemnifying person (the Indemnitor "Indemnifying Party") promptly after the Indemnified Party becomes aware of any liability fact, condition or event which may give rise to the Indemnitee the Indemnitor may have under this Agreement except to the extent that the Indemnitor is materially prejudiced by such failure). (2) The Indemnitor shall participate in and, assume the defence of any such action, including Damages for certainty any derivative action, claim, suit, proceeding or investigation all at the Indemnitor's expense provided, however, that counsel retained by the Indemnitor shall be satisfactory to the Indemnitee in the exercise of his reasonable judgement. Notwithstanding the Indemnitor's assumption of the defense of such action, claim, suit, proceeding or investigation, the Indemnitee shall have the right to employ separate counsel and to participate in, but not control, the defense of such action, claim, suit, proceeding or investigation, and the Indemnitor shall bear the reasonable fees, costs and expenses of such separate counsel as such fees, costs and expenses are incurred (provided that with respect to any single action, claim, suit, proceeding or investigation, the Indemnitor shall not be required to bear the fees, costs and expenses of more than one such counsel in any single jurisdiction) if (a) the use of counsel chosen by the Indemnitor to represent the Indemnitee would present such counsel with a conflict of interest; (b) the defendants, respondents or other parties in any such action, claim, suit, proceeding or investigation include both the Indemnitee on the one hand and the Indemnitor on the other hand, and the Indemnitee has reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them (in which case the Indemnitor shall not have the right to direct the defense of such action, claim, suit, proceeding or investigation on behalf of the Indemnitee); (c) the Indemnitor shall not have employed counsel satisfactory to the Indemnitee in the exercise of the Indemnitee's reasonable judgment to represent him, within a reasonable time after notice of the institution of such action, proceeding or investigation; or (d) the Indemnitor authorizes the Indemnitee to employ separate counsel at the Indemnitor's expense. (3) The Indemnitee shall cooperate with the Indemnitor in the Indemnitor's defense by providing such information and other assistance which the Indemnitor may reasonably request in connection with such defense. (4) The Indemnitor shall not, without the Indemnitee's prior written consent, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit or proceeding in respect of which indemnification may be sought under this Section 10.2 provided, that if the Indemnified Party is an FRT Indemnified Party, such Claim Notice shall be valid if it is delivered to the Stockholder Representative. The failure of any Indemnified Party to give timely notice hereunder shall not affect rights to indemnification hereunder, except and only to the extent that, the Indemnifying Party demonstrates actual material damage caused by such failure, and then only to the extent thereof. In the case of a Claim involving the assertion of a claim by a third party (whether pursuant to a lawsuit, other legal action or otherwise, a "Third-Party Claim"), if the Indemnifying Party shall acknowledge in writing to the Indemnified Party that the Indemnifying Party shall be obligated to indemnify the Indemnified Party under the terms of its indemnity hereunder in connection with such Third-Party Claim, then (A) the Indemnifying Party shall be entitled and, if it so elects, shall be obligated at its own cost, risk and expense, (1) to take control of the defense and investigation of such Third-Party Claim and (2) to pursue the defense thereof in good faith by appropriate actions or proceedings promptly taken or instituted and diligently pursued, including, without limitation, to employ and engage attorneys of its own choice reasonably acceptable to the Indemnified Party to handle and defend the same, and (B) the Indemnifying Party shall be entitled (but not obligated), if it so elects, to compromise or settle such claim, which compromise or settlement shall be made only with the Indemnitee is written consent of the Indemnified Party, such consent not to be unreasonably withheld. In the event the Indemnifying Party elects to assume control of the defense and investigation of such lawsuit or other legal action in accordance with this Section 10.2(b), the Indemnified Party may, at its own cost and expense, participate in the investigation, trial and defense of such Third-Party Claim; provided that, if the named persons to a party theretolawsuit or other legal action include both the Indemnifying Party and the Indemnified Party and the Indemnified Party has been advised in writing by counsel that there may be one or more legal defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall be entitled, at the Indemnifying Party's cost, risk and expense, to retain one firm of separate counsel of its own choosing. If the Indemnifying Party fails to assume the defense of such Third-Party Claim in accordance with this Section 10.2 within ten (10) unless calendar days after receipt of the Claim Notice, the Indemnified Party against which such Third-Party Claim has been asserted shall (upon delivering notice to such effect to the Indemnifying Party) have the right to undertake, at the Indemnifying Party's cost, risk and expense, the defense, compromise and settlement of such Third-Party Claim on behalf of and for the account of the Indemnifying Party; provided that such Third-Party Claim shall not be compromised or settled without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. In the event the Indemnifying Party assumes the defense of the claim, the Indemnifying Party shall keep the Indemnified Party reasonably informed of the progress of any such defense, compromise or settlement, compromise, consent or termination includes a release and in the event the Indemnified Party assumes the defense of the Indemnitee claim, the Indemnified Party shall keep the Indemnifying Party reasonably informed of the progress of any such defense, compromise or settlement. The Indemnifying Party shall be liable for any settlement of any Third-Party Claim effected pursuant to and in accordance with this Section 10.2 and for any final judgment (subject to any right of appeal), and the Indemnifying Party agrees to indemnify and hold harmless each Indemnified Party from and against any liabilities arising out and all Damages by reason of such action, claim, suit settlement or proceeding. The Indemnitee shall not, without the Indemnitor's prior written consent, admit liability, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit, investigation or proceeding referred to in the preceding paragraph and the Indemnitee shall not disclose the existence of this Agreement unless required by law, subpoena, court order or upon the advice of counseljudgment.

Procedure for Claims. (1) In the event the Indemnitee is named as a party in any action, claim, suit, proceeding or investigation upon which the Indemnitee intends A Party required to base a claim for make an indemnification hereunder, the Indemnitee shall give the Indemnitor prompt written notice of such action, claim, suit, proceeding or investigation (provided, however, that failure of the Indemnitee payment pursuant to provide such notice shall not relieve the Indemnitor of any liability to the Indemnitee the Indemnitor may have under this Agreement except to the extent that the Indemnitor is materially prejudiced by such failure). (2"Indemnifying Party") The Indemnitor shall participate in and, assume the defence of any such action, including for certainty any derivative action, claim, suit, proceeding or investigation all at the Indemnitor's expense provided, however, that counsel retained by the Indemnitor shall be satisfactory to the Indemnitee in the exercise of his reasonable judgement. Notwithstanding the Indemnitor's assumption of the defense of such action, claim, suit, proceeding or investigation, the Indemnitee shall have the right to employ separate counsel and to participate in, but not control, the defense of such action, claim, suit, proceeding or investigation, and the Indemnitor shall bear the reasonable fees, costs and expenses of such separate counsel as such fees, costs and expenses are incurred (provided that no liability with respect to any single actionclaim or otherwise with respect to any covenant, claimrepresentation, suitwarranty, proceeding agreement, undertaking or investigationobligation under this Agreement unless the Party entitled to receive such indemnification payment ("Indemnified Party") gives notice to the Indemnifying Party specifying (i) the covenant, representation or warranty, agreement, undertaking or obligation contained herein which it asserts has been breached, (ii) in reasonable detail, the Indemnitor nature and dollar amount of any Claim the Indemnified Party may have against the Indemnifying Party by reason thereof under this Agreement, and (iii) whether or not the Claim is a Claim a person, firm, corporation or government entity other than a party hereto or any affiliate of such party ("Third-Party Claims"). With respect to Third-Party Claims, an Indemnified Party (a) shall give the Indemnifying Party prompt notice of any Third-Party Claim, (b) prior to taking any action with respect to such Third-Party Claim, shall consult with the Indemnifying Party as to the procedure to be followed in defending, settling, or compromising the Third-Party Claim, (c) shall not consent to any settlement or compromise of the Third-Party Claim without the written consent of the Indemnifying Party (which consent, unless the Indemnifying Party has elected to assume the exclusive defense of such Claim, shall not be required to bear the fees, costs unreasonably withheld or delayed) and expenses of more than one such counsel in any single jurisdiction) if (a) the use of counsel chosen by the Indemnitor to represent the Indemnitee would present such counsel with a conflict of interest; (b) the defendants, respondents or other parties in any such action, claim, suit, proceeding or investigation include both the Indemnitee on the one hand and the Indemnitor on the other hand, and the Indemnitee has reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them (in which case the Indemnitor shall not have the right to direct the defense of such action, claim, suit, proceeding or investigation on behalf of the Indemnitee); (c) the Indemnitor shall not have employed counsel satisfactory to the Indemnitee in the exercise of the Indemnitee's reasonable judgment to represent him, within a reasonable time after notice of the institution of such action, proceeding or investigation; or (d) shall permit the Indemnitor authorizes the Indemnitee to employ separate counsel at the Indemnitor's expense. (3) The Indemnitee shall cooperate Indemnifying Party, with the Indemnitor in the Indemnitor's defense by providing such information and other assistance which the Indemnitor may reasonably request in connection with such defense. (4) The Indemnitor shall not, without the IndemniteeIndemnified Party's prior written consent, settlewhich consent shall not be unreasonably withheld, compromiseif it so elects, to assume the exclusive defense of such Third-Party Claim (including, except as provided in the penultimate sentence of this Section 8.3, the compromise or settlement thereof) at its own cost and expense. The Indemnifying Party will not compromise or settle any Third-Party Claim without the written consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not the Indemnitee is a party thereto) unless such settlement, compromise, consent or termination includes a release of the Indemnitee from any liabilities arising out of Indemnified Party if the relief provided is other than monetary damages and such action, claim, suit or proceeding. The Indemnitee shall not, without relief would materially adversely affect the Indemnitor's prior written consent, admit liability, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit, investigation or proceeding referred to in the preceding paragraph and the Indemnitee shall not disclose the existence of this Agreement unless required by law, subpoena, court order or upon the advice of counselIndemnified Party.

Procedure for Claims. (1) In the event the Indemnitee is named as a party in any action, claim, suit, proceeding or investigation upon which the Indemnitee intends An Indemnified Party wishing to base assert a claim for indemnification hereunderunder this Article VI shall deliver to the Indemnifying Party a Claim Notice. Within 10 days after delivery of a Claim Notice, the Indemnitee Indemnifying Party shall give deliver to the Indemnitor prompt Indemnified Party a written notice response in which the Indemnifying Party shall: (i) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the liquidated portion, if any, of the Claimed Amount, by check or by wire transfer, unless the Indemnifying Party is any of the Sellers and any portion of the Holdback is then remaining, in which case such response shall be accompanied by the payment of any amount by which the Claimed Amount exceeds the portion of the Holdback then remaining), (ii) agree that the Indemnified Party is entitled to receive the Agreed Amount (in which case such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the liquidated portion, any of, if any, of the Agreed Amount, by check or by wire transfer, unless the Indemnifying Party is the Sellers and any portion of the Holdback is then remaining, in which case such response shall be accompanied by the payment of any amount by which the Agreed Amount exceeds the portion of the Holdback then remaining), or (iii) contest that the Indemnified Party is entitled to receive any of the Claimed Amount. If the Indemnifying Party in such response contests the payment of all or part of the Claimed Amount, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve such dispute. If such dispute is not resolved within 60 days following the delivery by the Indemnifying Party of such action, claim, suit, proceeding or investigation (provided, however, that failure of the Indemnitee to provide such notice shall not relieve the Indemnitor of any liability to the Indemnitee the Indemnitor may have under this Agreement except to the extent that the Indemnitor is materially prejudiced by such failure). (2) The Indemnitor shall participate in and, assume the defence of any such action, including for certainty any derivative action, claim, suit, proceeding or investigation all at the Indemnitor's expense provided, however, that counsel retained by the Indemnitor shall be satisfactory to the Indemnitee in the exercise of his reasonable judgement. Notwithstanding the Indemnitor's assumption of the defense of such action, claim, suit, proceeding or investigationresponse, the Indemnitee Indemnifying Party and the Indemnified Party shall each have the right to employ separate counsel and submit such dispute to participate in, but not control, the defense a court of such action, claim, suit, proceeding or investigation, and the Indemnitor shall bear the reasonable fees, costs and expenses of such separate counsel as such fees, costs and expenses are incurred (provided that with respect to any single action, claim, suit, proceeding or investigation, the Indemnitor shall not be required to bear the fees, costs and expenses of more than one such counsel competent jurisdiction in any single jurisdiction) if (a) the use of counsel chosen by the Indemnitor to represent the Indemnitee would present such counsel with a conflict of interest; (b) the defendants, respondents or other parties in any such action, claim, suit, proceeding or investigation include both the Indemnitee on the one hand and the Indemnitor on the other hand, and the Indemnitee has reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them (in which case the Indemnitor shall not have the right to direct the defense of such action, claim, suit, proceeding or investigation on behalf of the Indemnitee); (c) the Indemnitor shall not have employed counsel satisfactory to the Indemnitee in the exercise of the Indemnitee's reasonable judgment to represent him, within a reasonable time after notice of the institution of such action, proceeding or investigation; or (d) the Indemnitor authorizes the Indemnitee to employ separate counsel at the Indemnitor's expense. (3) The Indemnitee shall cooperate accordance with the Indemnitor in the Indemnitor's defense by providing such information provisions of Sections 11.12 and other assistance which the Indemnitor may reasonably request in connection with such defense11.13. (4) The Indemnitor shall not, without the Indemnitee's prior written consent, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not the Indemnitee is a party thereto) unless such settlement, compromise, consent or termination includes a release of the Indemnitee from any liabilities arising out of such action, claim, suit or proceeding. The Indemnitee shall not, without the Indemnitor's prior written consent, admit liability, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit, investigation or proceeding referred to in the preceding paragraph and the Indemnitee shall not disclose the existence of this Agreement unless required by law, subpoena, court order or upon the advice of counsel.

Procedure for Claims. (1) In the event the Indemnitee is named as a party in any action, claim, suit, proceeding or investigation upon which the Indemnitee intends to base a claim for indemnification hereunder, the Indemnitee shall give the Indemnitor prompt written notice of such action, claim, suit, proceeding or investigation (provided, however, that failure of the Indemnitee to provide such notice shall not relieve the Indemnitor of any liability to the Indemnitee the Indemnitor may have under this Agreement except excepted, to the extent that the Indemnitor is materially prejudiced by such failure). (2) The Indemnitor shall participate in and, assume the defence defense of any such action, including for certainty any derivative action, claim, suit, proceeding or investigation all at the Indemnitor's expense provided, however, that counsel retained by the Indemnitor shall be satisfactory to the Indemnitee in the exercise of his reasonable judgement. Notwithstanding the Indemnitor's assumption of the defense of such action, claim, suit, proceeding or investigation, the Indemnitee shall have the right to employ separate counsel and to participate in, but not control, the defense of such action, claim, suit, proceeding or investigation, and the Indemnitor shall bear the reasonable fees, costs and expenses of such separate counsel as such fees, costs and expenses are incurred (provided that with respect to any single action, claim, suit, proceeding or investigation, the Indemnitor shall not be required to bear the fees, costs and expenses of more than one such counsel in any single jurisdiction) if (a) the use of counsel chosen by the Indemnitor to represent the Indemnitee would present such counsel with a conflict of interest; (b) the defendants, respondents or other parties in any such action, claim, suit, proceeding or investigation include both the Indemnitee on the one hand and the Indemnitor on the other hand, and the Indemnitee has reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them (in which case the Indemnitor shall not have the right to direct the defense of such action, claim, suit, proceeding or investigation on behalf of the Indemnitee); (c) the Indemnitor shall not have employed counsel satisfactory to the Indemnitee in the exercise of the Indemnitee's reasonable judgment to represent him, within a reasonable time after notice of the institution of such action, proceeding or investigation; or (d) the Indemnitor authorizes the Indemnitee to employ separate counsel at the Indemnitor's expense. (3) The Indemnitee shall cooperate with the Indemnitor in the Indemnitor's defense by providing such information and other assistance which the Indemnitor may reasonably request in connection with such defense. (4) The Indemnitor shall not, without the Indemnitee's prior written consent, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not the Indemnitee is a party thereto) unless such settlement, compromise, consent or termination includes a release of the Indemnitee from any liabilities arising out of such action, claim, suit or proceeding. The Indemnitee shall not, without the Indemnitor's prior written consent, admit liability, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit, investigation or proceeding referred to in the preceding paragraph and the Indemnitee shall not disclose the existence of this Agreement unless required by law, subpoena, court order or upon the advice of counsel.

Procedure for Claims. (1a) In Any Person that desires to seek indemnification under any part of this Section 10 (each, an "Indemnified Party") shall give notice (a "Claim Notice") to each party responsible or alleged to be responsible for indemnification hereunder (an "Indemnitor") prior to any applicable Expiration Date specified below. Such notice shall explain with specificity the event nature of the Indemnitee is named as a party in any action, claim, suit, proceeding or investigation upon the specific section of this Agreement to which the Indemnitee intends claim relates and the parties known to base be invoked, and shall specify the amount thereof. If the matter to which a claim for indemnification hereunderrelates shall not have been resolved as of the date of the Claim Notice, the Indemnitee Indemnified Party shall give estimate the Indemnitor prompt written notice of such action, claim, suit, proceeding or investigation (provided, however, that failure amount of the Indemnitee to provide such notice claim in the Claim Notice, but also specify therein that the claim has not yet been liquidated (an "Unliquidated Claim"). If an Indemnified Party gives a Claim Notice for an Unliquidated Claim, the Indemnified Party shall not relieve also give a second Claim Notice (the Indemnitor of any liability "Liquidated Claim Notice") within 60 days after the matter giving rise to the Indemnitee the Indemnitor may have under this Agreement except to the extent that the Indemnitor is materially prejudiced by such failure). (2) The Indemnitor shall participate in and, assume the defence of any such action, including for certainty any derivative action, claim, suit, proceeding or investigation all at the Indemnitor's expense provided, however, that counsel retained by the Indemnitor shall be satisfactory to the Indemnitee in the exercise of his reasonable judgement. Notwithstanding the Indemnitor's assumption of the defense of such action, claim, suit, proceeding or investigation, the Indemnitee shall have the right to employ separate counsel and to participate in, but not control, the defense of such action, claim, suit, proceeding or investigationclaim becomes finally resolved, and the Second Claim Notice shall specify the amount of the claim. Each Indemnitor to which a Claim Notice is given shall bear respond to any Indemnified Party that has given a Claim Notice (a "Claim Response") within 60 days (the reasonable fees, costs and expenses "Response Period") after the later of such separate counsel as such fees, costs and expenses are incurred (provided i) the date that the Claim Notice is given or (ii) if a Claim Notice is first given with respect to any single action, claim, suit, proceeding or investigationan Unliquidated Claim, the Indemnitor date on which the Liquidated Claim Notice is given. Any Claim Notice or Claim Response shall not be required to bear given in accordance with the fees, costs and expenses of more than one such counsel in any single jurisdiction) if (a) the use of counsel chosen by the Indemnitor to represent the Indemnitee would present such counsel with a conflict of interest; (b) the defendants, respondents or other parties in any such action, claim, suit, proceeding or investigation include both the Indemnitee on the one hand and the Indemnitor on the other handnotice requirements hereunder, and the Indemnitee has reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them (in which case the Indemnitor any Claim Response shall not have the right to direct the defense of such action, claim, suit, proceeding or investigation on behalf of the Indemnitee); (c) the Indemnitor shall not have employed counsel satisfactory to the Indemnitee in the exercise of the Indemnitee's reasonable judgment to represent him, within a reasonable time after notice of the institution of such action, proceeding or investigation; or (d) the Indemnitor authorizes the Indemnitee to employ separate counsel at the Indemnitor's expense. (3) The Indemnitee shall cooperate with the Indemnitor in the Indemnitor's defense by providing such information and other assistance which the Indemnitor may reasonably request in connection with such defense. (4) The Indemnitor shall not, without the Indemnitee's prior written consent, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit or proceeding in respect of which indemnification may be sought hereunder (specify whether or not the Indemnitee is Indemnitor giving the Claim Response disputes the claim described in the Claim Notice. If any Indemnitor fails to give a party thereto) unless Claim Response within the Response Period, such settlementIndemnitor shall be deemed not to dispute the claim described in the related Claim Notice. If any Indemnitor elects not to dispute a claim described in a Claim Notice, compromisewhether by failing to give a timely Claim Response or otherwise, consent or termination includes a release then the amount of such claim shall be conclusively deemed to be an obligation of such Indemnitor. For the purposes of the Indemnitee from any liabilities arising out immediately preceding sentence, an Indemnitor's failure to give a timely Claim Response shall not be deemed an election not to dispute a Claim Notice unless the Indemnified Party shall have given a second Claim Notice after expiration of the Response Period and another 20 days after the date on which the Indemnified Party shall have given such action, claim, suit or proceeding. The Indemnitee second Claim Notice shall not, have expired without the Indemnitor's prior written consenthaving given a Response Notice within such period. (b) If any Indemnitor shall be obligated to indemnify an Indemnified Party hereunder, admit liability, settle, compromise, consent such Indemnitor shall pay to such Indemnified Party within 30 days after the last day of the Claim Response Period the amount to which such Indemnified Party shall be entitled. If there shall be a dispute as to the entry amount or manner of indemnification under this Section 10, the Indemnified Party may pursue whatever legal remedies may be available for recovery of the Damages claimed from any Indemnitor in accordance with the arbitration provisions of this Agreement. If any Indemnitor fails to pay all or part of any judgment in or otherwise seek indemnification obligation when due, then such Indemnitor Party shall also be obligated to terminate any actionpay to the applicable Indemnified Party interest on the unpaid amount for each day during which the obligation remains unpaid at an annual rate equal to the Prime Rate, claim, suit, investigation or proceeding referred to in the preceding paragraph and the Indemnitee Prime Rate in effect on the first business day of each calendar quarter shall not disclose apply to the existence amount of this Agreement unless required by law, subpoena, court order or upon the advice of counselunpaid obligation during such calendar quarter.

Procedure for Claims. (1) In the event the Indemnitee is named as a party in any action, claim, suit, proceeding or investigation upon which the Indemnitee intends to base a claim for indemnification hereunder, the Indemnitee shall give the Indemnitor prompt written notice of such action, claim, suit, proceeding or investigation (provided, however, that failure of the Indemnitee to provide such notice shall not relieve the Indemnitor of any liability to the Indemnitee the Indemnitor may have under this Agreement except excepted, to the extent that the Indemnitor is materially prejudiced by such failure). (2) The Indemnitor shall participate in and, assume the defence defense of any such action, including for certainty any derivative action, claim, suit, proceeding or investigation all at the Indemnitor's expense provided, however, that counsel retained by the Indemnitor shall be satisfactory to the Indemnitee in the exercise of his reasonable judgement. Notwithstanding the Indemnitor's assumption of the defense of such action, claim, suit, proceeding or investigation, the Indemnitee shall have the right to employ separate counsel and to participate in, but not control, the defense of such action, claim, suit, proceeding or investigation, and the Indemnitor shall bear the reasonable fees, costs and expenses of such separate counsel as such fees, costs and expenses are incurred (provided that with respect to any single action, claim, suit, proceeding or investigation, the Indemnitor shall not be required to bear the fees, costs and expenses of more than one such counsel in any single jurisdiction) if (a) the use of counsel chosen by the Indemnitor to represent the Indemnitee would present such counsel with a conflict of interest; (b) the defendants, respondents or other parties in any such action, claim, suit, proceeding or investigation include both the Indemnitee on the one hand and the Indemnitor on the other hand, and the Indemnitee has reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them (in which case the Indemnitor shall not have the right to direct the defense of such action, claim, suit, proceeding or investigation on behalf of the Indemnitee); (c) the Indemnitor shall not have employed counsel satisfactory to the Indemnitee in the exercise of the Indemnitee's reasonable judgment to represent him, within a reasonable time after notice of the institution of such action, proceeding or investigation; or (d) the Indemnitor authorizes the Indemnitee to employ separate counsel at the Indemnitor's expense. (3) The Indemnitee shall cooperate with the Indemnitor in the Indemnitor's defense by providing such information and other assistance which the Indemnitor may reasonably request in connection with such defense. (4) The Indemnitor shall not, without the Indemnitee's prior written consent, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not the Indemnitee is a party thereto) unless such settlement, compromise, consent or termination includes a release of the Indemnitee from any liabilities arising out of such action, claim, suit or proceeding. The Indemnitee shall not, without the Indemnitor's prior written consent, admit liability, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit, investigation or proceeding referred to in the preceding paragraph and the Indemnitee shall not disclose the existence of this Agreement unless required by law, subpoena, court order or upon the advice of counsel.;

Procedure for Claims. (1a) In An Indemnified Party that desires to seek indemnification under any part of this Section 8 shall give notice (a “Claim Notice”) to each Party responsible or alleged to be responsible for indemnification hereunder (an “Indemnitor”) prior to any applicable Expiration Date specified below. Such notice shall briefly explain the event nature of the Indemnitee is named as a party in any action, claim, suit, proceeding or investigation upon claim and shall specify the amount thereof. If the matter to which the Indemnitee intends to base a claim for indemnification hereunderrelates shall not have been resolved as of the date of the Claim Notice, the Indemnitee Indemnified Party shall give estimate the Indemnitor prompt written notice of such action, claim, suit, proceeding or investigation (provided, however, that failure amount of the Indemnitee to provide such notice claim in the Claim Notice, but also specify therein that the claim has not yet been liquidated (an “Unliquidated Claim”). If an Indemnified Party gives a Claim Notice for an Unliquidated Claim, the Indemnified Party shall not relieve also give a second Claim Notice (the Indemnitor of any liability “Liquidated Claim Notice”) within 60 days after the matter giving rise to the Indemnitee the Indemnitor may have under this Agreement except to the extent that the Indemnitor is materially prejudiced by such failure). (2) The Indemnitor shall participate in and, assume the defence of any such action, including for certainty any derivative action, claim, suit, proceeding or investigation all at the Indemnitor's expense provided, however, that counsel retained by the Indemnitor shall be satisfactory to the Indemnitee in the exercise of his reasonable judgement. Notwithstanding the Indemnitor's assumption of the defense of such action, claim, suit, proceeding or investigation, the Indemnitee shall have the right to employ separate counsel and to participate in, but not control, the defense of such action, claim, suit, proceeding or investigationclaim becomes finally resolved, and the Second Claim Notice shall specify the amount of the claim. Each Indemnitor to which a Claim Notice is given shall bear respond to any Indemnified Party that has given a Claim Notice (a “Claim Response”) within 20 days (the reasonable fees, costs and expenses “Response Period”) after the later of such separate counsel as such fees, costs and expenses are incurred (provided i) the date that the Claim Notice is given or (ii) if a Claim Notice is first given with respect to any single action, claim, suit, proceeding or investigationan Unliquidated Claim, the Indemnitor date on which the Liquidated Claim Notice is given. Any Claim Notice or Claim Response shall not be required to bear given in accordance with the fees, costs and expenses of more than one such counsel in any single jurisdiction) if (a) the use of counsel chosen by the Indemnitor to represent the Indemnitee would present such counsel with a conflict of interest; (b) the defendants, respondents or other parties in any such action, claim, suit, proceeding or investigation include both the Indemnitee on the one hand and the Indemnitor on the other handnotice requirements hereunder, and the Indemnitee has reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them (in which case the Indemnitor any Claim Response shall not have the right to direct the defense of such action, claim, suit, proceeding or investigation on behalf of the Indemnitee); (c) the Indemnitor shall not have employed counsel satisfactory to the Indemnitee in the exercise of the Indemnitee's reasonable judgment to represent him, within a reasonable time after notice of the institution of such action, proceeding or investigation; or (d) the Indemnitor authorizes the Indemnitee to employ separate counsel at the Indemnitor's expense. (3) The Indemnitee shall cooperate with the Indemnitor in the Indemnitor's defense by providing such information and other assistance which the Indemnitor may reasonably request in connection with such defense. (4) The Indemnitor shall not, without the Indemnitee's prior written consent, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit or proceeding in respect of which indemnification may be sought hereunder (specify whether or not the Indemnitee is Indemnitor giving the Claim Response disputes the claim described in the Claim Notice. If any Indemnitor fails to give a party theretoClaim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice. If any Indemnitor elects not to dispute a claim described in a Claim Notice, whether by failing to give a timely Claim Response or otherwise, then the amount of such claim shall be conclusively deemed to be an obligation of such Indemnitor. (b) unless If any Indemnitor shall be obligated to indemnify an Indemnified Party hereunder, such settlement, compromise, consent or termination includes a release Indemnitor shall pay to such Indemnified Party within 30 days after the last day of the Indemnitee Response Period the amount to which such Indemnified Party shall be entitled. If the Acquirer shall be the Indemnified Party, it shall seek indemnification directly from the Company for the payment of any liabilities arising out Damages. If the Company or a stockholder shall be the Indemnified Party, he, she or it shall seek indemnification directly from the Acquirer. If any Indemnified Party fails to receive all or part of any indemnification obligation when due, then such action, claim, suit or proceeding. The Indemnitee Indemnified Party shall not, without also be entitled to receive from the Indemnitor's prior written consent, admit liability, settle, compromise, consent applicable Indemnitor interest on the unpaid amount for each day during which the obligation remains unpaid at an annual rate equal to the entry applicable short term federal rate for federal income tax purposes in effect on the date of any judgment in or otherwise seek to terminate any actionexpiration of said 30-day period (“Prime Rate”), claim, suit, investigation or proceeding referred to in the preceding paragraph and the Indemnitee Prime Rate in effect on the first business day of each calendar quarter shall not disclose apply to the existence amount of this Agreement unless required by law, subpoena, court order or upon the advice of counselunpaid obligation during such calendar quarter.

Procedure for Claims. (1i) In the event the Indemnitee is named as a party in any action, claim, suit, proceeding or investigation upon which the Indemnitee intends to base If a claim for Damages (a "Claim') is to be made by a person entitled to indemnification hereunder, the Indemnitee person claiming such indemnification (the "Indemnified Party"), subject to clause (ii) below, shall give the Indemnitor prompt written notice of such action, claim, suit, proceeding or investigation (provided, however, that failure of a "Claim Notice") to the Indemnitee to provide such notice shall not relieve indemnifying person (the Indemnitor "Indemnifying Party") as soon as practicable after the Indemnified Party becomes aware of any liability fact, condition or event which may give rise to the Indemnitee the Indemnitor may have under this Agreement except to the extent that the Indemnitor is materially prejudiced by such failure). (2) The Indemnitor shall participate in and, assume the defence of any such action, including Damages for certainty any derivative action, claim, suit, proceeding or investigation all at the Indemnitor's expense provided, however, that counsel retained by the Indemnitor shall be satisfactory to the Indemnitee in the exercise of his reasonable judgement. Notwithstanding the Indemnitor's assumption of the defense of such action, claim, suit, proceeding or investigation, the Indemnitee shall have the right to employ separate counsel and to participate in, but not control, the defense of such action, claim, suit, proceeding or investigation, and the Indemnitor shall bear the reasonable fees, costs and expenses of such separate counsel as such fees, costs and expenses are incurred (provided that with respect to any single action, claim, suit, proceeding or investigation, the Indemnitor shall not be required to bear the fees, costs and expenses of more than one such counsel in any single jurisdiction) if (a) the use of counsel chosen by the Indemnitor to represent the Indemnitee would present such counsel with a conflict of interest; (b) the defendants, respondents or other parties in any such action, claim, suit, proceeding or investigation include both the Indemnitee on the one hand and the Indemnitor on the other hand, and the Indemnitee has reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them (in which case the Indemnitor shall not have the right to direct the defense of such action, claim, suit, proceeding or investigation on behalf of the Indemnitee); (c) the Indemnitor shall not have employed counsel satisfactory to the Indemnitee in the exercise of the Indemnitee's reasonable judgment to represent him, within a reasonable time after notice of the institution of such action, proceeding or investigation; or (d) the Indemnitor authorizes the Indemnitee to employ separate counsel at the Indemnitor's expense. (3) The Indemnitee shall cooperate with the Indemnitor in the Indemnitor's defense by providing such information and other assistance which the Indemnitor may reasonably request in connection with such defense. (4) The Indemnitor shall not, without the Indemnitee's prior written consent, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit or proceeding in respect of which indemnification may be sought under this Section 6.4. The failure of any Indemnified Party to give timely notice hereunder shall not affect rights to indemnification hereunder, except and only to the extent that, the Indemnifying Party demonstrates actual material damage caused by such failure. In the case of a Claim involving the assertion of a claim by a third party (whether pursuant to a lawsuit or other legal action or otherwise, a "Third-Party Claim"), if the Indemnifying Party shall acknowledge in writing to the Indemnified Party that the Indemnifying Party shall be obligated to indemnify the Indemnified Party under the terms of its indemnity hereunder in connection with such Third-Party Claim, then (A) the Indemnifying Party shall be entitled and, if it so elects, shall be obligated at its own cost, risk and expense, (1) to take control of the defense and investigation such Third-Party Claim and (2) to pursue the defense thereof in good faith by appropriate actions or proceedings promptly taken or instituted and diligently pursued, including, without limitation, to employ and engage attorneys of its own choice reasonably acceptable to the Indemnified Party to handle and defend the same, and (B) the Indemnifying Party shall be entitled (but not obligated), if it so elects, to compromise or settle such claim, which compromise or settlement shall be made only with the Indemnitee written consent of the Indemnified Party, such consent not to be unreasonably withheld. In the event the Indemnifying Party elects to assume control of the defense and investigation of such lawsuit or other legal action in accordance with this Section 6.4, the Indemnified Party may, at its own cost and expense, participate in the investigation, trial and defense of such Third-Party Claim; provided that, if the named persons to a lawsuit or other legal action include both the Indemnifying Party and the Indemnified Party and the Indemnified Party has been advised in writing by counsel that there may be one or more legal defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall be entitled, at the Indemnifying Party's cost, risk and expense, to separate counsel of its own choosing. If the Indemnifying Party fails to assume the defense of such Third-Party Claim in accordance with this Section 6.4 within 10 calendar days after receipt of the Claim Notice, the Indemnified Party against which such Third-Party Claim has been asserted shall upon delivering notice to such effect to the Indemnifying Party have the right to undertake, at the Indemnifying Party's cost, risk and expense, the defense, compromise and settlement of such Third-Party Claim on behalf of and for the account of the Indemnifying Party; provided that such Third-Party Claim shall not be compromised or settled without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. In the event the Indemnifying Party assumes the defense of the claim, the Indemnifying Party shall keep the Indemnified Party reasonably informed of the progress of any such defense, compromise or settlement, and in the event the Indemnified Party assumes the defense of the claim, the Indemnified Party shall keep the Indemnifying Party reasonably informed of the progress of any such defense, compromise or settlement. The Indemnifying Party shall be liable for any settlement of any Third-Party Claim effected pursuant to and in accordance with this Section 6.4 and for any final judgment (subject to any right of appeal), and the Indemnifying Party agrees to indemnify and hold harmless each Indemnified Party from and against any and all Damages by reason of such settlement or judgment. (ii) Notwithstanding clause (i) above, in the event that the Indemnified Party is a party theretoContessa Indemnified Party, any Claim Notice election or other notification or correspondence required pursuant to such clause (i) unless such settlementshall be valid if it is delivered to each Contessa Principal Stockholder (the "Stockholder Representative"). Each Principal Stockholder hereby irrevocably appoints the Stockholder Representative as its agent and attorney-in-fact with respect to the matters set forth in this Section 6.4, compromise, consent or termination includes a release of and hereby irrevocably grants to the Indemnitee from any liabilities arising out Stockholder Representative the authority to administer Claims on behalf of such actionContessa Indemnified Party, claimto exercise such other rights and powers as are set forth in this Agreement and to enter into, suit or proceeding. The Indemnitee shall notand to bind such Stockholder with respect to, without the Indemnitor's prior written consent, admit liability, settle, compromise, consent to the entry settlement of any judgment such Claim. Each Fullcomm Indemnified Party shall be entitled to rely on the agreements and representations of, and notices and other correspondence from, the Stockholder Representative as such agent and attorney-in-fact in connection with any Claim by or otherwise seek against any Contessa Indemnified Party pursuant to terminate any action, claim, suit, investigation or proceeding referred to in the preceding paragraph and the Indemnitee shall not disclose the existence of this Agreement unless required by law, subpoena, court order or upon the advice of counselSection 6.4.

Procedure for Claims. (1) In the event the Indemnitee is named as a party in any action, claim, suit, proceeding or investigation upon which the Indemnitee intends An Indemnified Party wishing to base assert a claim for indemnification hereunderunder this Article VI (other than a third-party claim covered by Section 6.3(b) below) shall deliver to the Stockholder Representative a certificate (an “Officer’s Certificate”) signed by any officer of Blackbaud (or another Indemnified Party) (A) stating that Blackbaud (or such other Indemnified Party) has paid, sustained, incurred, or accrued, or reasonably anticipates that it will have to pay, sustain, incur, or accrue Losses (the aggregate amount of such Losses being referred to as the “Claimed Amount”), (B) specifying in reasonable detail the facts pertinent to such claim(s), the Indemnitee shall give individual items of Losses included in the Indemnitor prompt written notice amount so stated and the nature of basis for indemnification to which such item is related, and (C) demanding payment of the Claimed Amount. Within fifteen (15) days after delivery of such actionOfficer’s Certificate, claim, suit, proceeding or investigation the Stockholder Representative shall deliver to the Indemnified Party a written response in which the Stockholder Representative shall: (provided, however, I) agree that failure the Indemnified Party is entitled to receive all of the Indemnitee to provide such notice shall not relieve the Indemnitor of any liability to the Indemnitee the Indemnitor may have under this Agreement except to the extent that the Indemnitor is materially prejudiced by such failure). (2) The Indemnitor shall participate in and, assume the defence of any such action, including for certainty any derivative action, claim, suit, proceeding or investigation all at the Indemnitor's expense provided, however, that counsel retained by the Indemnitor shall be satisfactory to the Indemnitee in the exercise of his reasonable judgement. Notwithstanding the Indemnitor's assumption of the defense of such action, claim, suit, proceeding or investigation, the Indemnitee shall have the right to employ separate counsel and to participate in, but not control, the defense of such action, claim, suit, proceeding or investigation, and the Indemnitor shall bear the reasonable fees, costs and expenses of such separate counsel as such fees, costs and expenses are incurred (provided that with respect to any single action, claim, suit, proceeding or investigation, the Indemnitor shall not be required to bear the fees, costs and expenses of more than one such counsel in any single jurisdiction) if (a) the use of counsel chosen by the Indemnitor to represent the Indemnitee would present such counsel with a conflict of interest; (b) the defendants, respondents or other parties in any such action, claim, suit, proceeding or investigation include both the Indemnitee on the one hand and the Indemnitor on the other hand, and the Indemnitee has reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them Claimed Amount (in which case Blackbaud shall reduce the Indemnitor shall Escrow Amount by an amount equal to the Claimed Amount), (II) agree that the Indemnified Party is entitled to receive part, but not have the right to direct the defense of such actionall, claim, suit, proceeding or investigation on behalf of the IndemniteeClaimed Amount (the “Agreed Amount”) (in which case Blackbaud shall reduce the Escrow Amount by the Agreed Amount); , or (cIII) contest that the Indemnitor shall not have employed counsel satisfactory Indemnified Party is entitled to the Indemnitee in the exercise receive any of the Indemnitee's reasonable judgment to represent him, within a reasonable time after notice Claimed Amount. If the Stockholder Representative in such response contests the payment of all or part of the institution Claimed Amount, then the Stockholder Representative and the Indemnified Party shall use good faith efforts to resolve such dispute in accordance with Section 6.3(c) below. Failure of such action, proceeding or investigation; or (d) the Indemnitor authorizes the Indemnitee Stockholder Representative to employ separate counsel at the Indemnitor's expense. (3) The Indemnitee shall cooperate timely respond in writing in accordance with the Indemnitor in second sentence of this Section 6.3(a) shall be treated as agreement that the Indemnitor's defense by providing such information and other assistance which the Indemnitor may reasonably request in connection with such defense. (4) The Indemnitor shall not, without the Indemnitee's prior written consent, settle, compromise, consent Indemnified Party is entitled to the entry of any judgment in or otherwise seek to terminate any action, claim, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not the Indemnitee is a party thereto) unless such settlement, compromise, consent or termination includes a release all of the Indemnitee from any liabilities arising out of such action, claim, suit or proceeding. The Indemnitee shall not, without the Indemnitor's prior written consent, admit liability, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit, investigation or proceeding referred to in the preceding paragraph and the Indemnitee shall not disclose the existence of this Agreement unless required by law, subpoena, court order or upon the advice of counselClaimed Amount.

Procedure for Claims. If any member of the PDVSA-PG Group, Seller Group or Buyer Group, as the case may be, (1an "Indemnitee") In the event the Indemnitee is named as a party in any action, claim, suit, proceeding or investigation upon which the Indemnitee intends desires to base assert a claim for indemnification hereunderunder this Agreement, such Indemnitee shall promptly notify the Party from which the indemnity is sought (the "Indemnifying Party") of such claim, specifying the nature of such claim and the amount or the estimated amount thereof with reasonably detailed particulars to the extent then feasible, which claim shall not be conclusive of the final amount of such claim (the "Claim Notice"). The Indemnifying Party shall have thirty (30) days from its receipt of the Claim Notice (the "Notice Period") to notify the Indemnitee shall give whether or not it disputes its liability to the Indemnitor prompt written notice of Indemnitee with respect to such actionclaim and, if it does not dispute its liability with respect to such claim, suitwhether or not it desires, proceeding or investigation (at its sole cost and expense, to defend the Indemnitee against such claim; provided, however, that failure of the Indemnitee is hereby authorized prior to provide such notice and during the Notice Period to file any motion, answer or other pleading which it shall not relieve deem necessary or appropriate to protect its interests. In the Indemnitor of any liability to event that the Indemnifying Party notifies the Indemnitee within the Indemnitor may have under this Agreement except Notice Period that it does not dispute such liability and desires to the extent that the Indemnitor is materially prejudiced by defend against such failure). (2) The Indemnitor shall participate in and, assume the defence of any such action, including for certainty any derivative action, claim, suit, proceeding or investigation all at the Indemnitor's expense provided, however, that counsel retained by the Indemnitor shall be satisfactory to the Indemnitee in the exercise of his reasonable judgement. Notwithstanding the Indemnitor's assumption of the defense of such action, claim, suit, proceeding or investigation, the Indemnitee Indemnifying Party shall have the right to defend, by appropriate proceedings, against any such claim and to employ separate counsel of its choice, and the Indemnitee shall not settle or otherwise voluntarily satisfy such claim without the prior written consent of the Indemnifying Party. If the Indemnitee desires to participate in, but not control, any such defense or settlement, it may do so at its own cost and expense. If the defense of such action, claim, suit, proceeding or investigation, and the Indemnitor shall bear the reasonable fees, costs and expenses of such separate counsel as such fees, costs and expenses are incurred (provided that Indemnifying Party disputes its liability with respect to any single action, such claim, suit, proceeding or investigation, the Indemnitor shall elects not be required to bear the fees, costs and expenses of more than one defend against such counsel in any single jurisdiction) if (a) the use of counsel chosen by the Indemnitor to represent the Indemnitee would present such counsel with a conflict of interest; (b) the defendants, respondents or other parties in any such action, claim, suitwhether by not giving timely notice as provided above or otherwise, proceeding or investigation include both the Indemnitee on the one hand and the Indemnitor on the other hand, and the Indemnitee has reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them (in which case the Indemnitor shall not have the right to direct the defense of such action, claim, suit, proceeding or investigation on behalf of the Indemnitee); (c) the Indemnitor shall not have employed counsel satisfactory to the Indemnitee in the exercise of the Indemnitee's reasonable judgment to represent him, within a reasonable time after notice of the institution of such action, proceeding or investigation; or (d) the Indemnitor authorizes the Indemnitee to employ separate counsel at the Indemnitor's expense. (3) The Indemnitee shall cooperate with the Indemnitor in the Indemnitor's defense by providing such information and other assistance which the Indemnitor may reasonably request in connection with such defense. (4) The Indemnitor shall not, without the Indemnitee's prior written consent, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not the Indemnitee is a party thereto) unless such settlement, compromise, consent or termination includes a release of the Indemnitee from any liabilities arising out of such action, claim, suit or proceeding. The Indemnitee shall not, without the Indemnitor's prior written consent, admit liability, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit, investigation or proceeding referred to in the preceding paragraph and then the Indemnitee shall not disclose the existence of this Agreement unless required by law, subpoena, court order or upon the advice of counseldefend such claim in good faith.

Procedure for Claims. (1a) In Upon the event the Indemnitee is named as a party in Indemnified Parties becoming aware of any action, claim, suit, proceeding or investigation upon which the Indemnitee intends facts giving rise to base a claim for indemnification hereunderunder Clauses 7.1 above, the Indemnitee Indemnified Parties shall give promptly issue the Indemnitor prompt written notice of such action, claim, suit, proceeding or investigation (provided, however, Indemnity Notice. It is clarified that failure of any delay in giving the Indemnitee to provide such notice Indemnity Notice shall not relieve the Indemnitor Indemnifying Party of its indemnification obligations hereunder. Such Indemnity Notice shall contain, to the extent known to the Indemnified Parties, the facts constituting the basis for such Losses. Within 5 (Five) days of receipt of an Indemnity Notice, the Company and the Promoter and the Existing Shareholders shall indemnify the Investor for such Losses as set out in the Indemnity Notice. (b) In case any third party alleges or asserts a claim, demand, action, proceeding or suit against the Company arising out of any liability matter in respect of which an Indemnified Party is entitled to the Indemnitee the Indemnitor may have be indemnified under this Agreement except to (Third Party Claims), such Indemnified Party(ies) shall as soon as reasonably practicable notify the extent that the Indemnitor is materially prejudiced by such failure)Indemnifying Party in writing. (2c) The Indemnitor Indemnified Party(ies) shall have the right, but not the obligation, to contest, defend and litigate, and to retain legal advisers of its choice, in respect of any such Third Party Claims in relation to any Loss suffered or incurred and the Indemnifying Party shall continue to keep the Indemnified Party(ies) indemnified in respect of any Losses incurred by the Indemnified Party(ies) as a result of such Third Party Claim (including its reasonable costs, penalties, legal fees and expenses, guarantees and payments pursuant to an interim order or otherwise)). The Indemnifying Party shall also have the right to assume and control the defense of the Third Party Claims, and to retain legal advisers of its choice, irrespective of whether the Indemnified Party decides not to participate in andthe defence or abandons any defence, assume provided however that the Indemnifying Party shall continue to keep the Indemnified Party(ies) indemnified in respect of any Losses incurred by the Indemnified Parties as a result of such Third Party Claim. The Company shall provide all documents and cooperation as reasonably required by the Indemnifying Party for the purposes of defense of the Third Party Claim. (d) If the Indemnifying Party so assumes and controls the defence of any such actionThird Party Claim or Proceedings in relation thereto: (i) the Indemnifying Party shall consult in good faith with the Indemnified Party(ies) in the conduct of the Third Party Claim; (ii) the Indemnifying Party shall act in good faith and use reasonable efforts to defend the Third Party Claim in consultation with, and having due regard to the advice of the Indemnified Party(ies) (but the Indemnifying Party is not bound to follow such advice); (iii) the Indemnifying Party shall keep the Indemnified Party(ies) informed of all material developments and events relating to such Third Party Claim; (iv) forthwith intimate the Indemnified Party(ies) in writing of the receipt of any correspondence or Third Party Claim and also simultaneously forward a copy thereof to the Indemnified Party(ies); (v) the Indemnified Party shall cause the Company to reasonably co-operate with the Indemnifying Party(ies) in any legal proceedings that may be necessary or incidental in defending such Third Party Claim. (vi) the Indemnified Party(ies) shall have the right, but not the obligation, to participate in any such defence, access and consult with counsel engaged by the Indemnifying Party in relation to such defence and to retain separate counsel. In the event that the Indemnified Party(ies) exercises its right to participate in any such defense, then the Indemnifying Party shall co-operate with the Indemnified Party(ies) in proceeding with the defence of such claim; (vii) the Indemnifying Party shall not: (x) have the right to make admissions on behalf of the Indemnified Party(ies); (y) take any action in pursuance of such Third Party Claim on behalf of the Indemnified Party(ies); (z) under any circumstance settle, compromise, adjust, dispose, withdraw or admit any liability without the prior written consent of the Indemnified Party(ies); and (viii) if any interim payments (including for certainty costs, expenses, fees, penalties or any derivative actionguarantees or any other payments) are required to be made whether pursuant to an interim order or otherwise, claimthen the Indemnifying Party shall be obligated to promptly make such payment. (ix) If: (i) the Indemnified Party(ies) elects to assume and control the defence of the Third Party Claims (without prejudice to the right of the Indemnifying Party to assume defence); or (ii) the Indemnifying Party abandons or fails to conduct the defence of such Third Party Claim in accordance with the provisions of Clause 7.3(c) above, suitthe Indemnified Party(ies) may proceed with the defence of such Third Party Claim on its own, proceeding or investigation all at the Indemnitor's expense providedof the Indemnifying Party. If the Indemnified Party(ies) proceeds with the defence of any such Third Party Claim on its own, howeverit shall be entitled to defend the Third Party Claim in a manner it deems fit subject to the following: (x) the Indemnifying Party shall provide to the Indemnified Parties and their authorised representatives, reasonable access: (x) to the authorised representatives of the Indemnifying Party; or (y) to any property that counsel retained is a subject matter of a Third Party Claim and is in possession of the Indemnifying Party, to the extent such access is reasonably required for conduct/defence of the Third Party Claim; (xi) the Indemnifying Party shall reasonably co-operate with the Indemnified Party(ies) in any legal proceedings that may be necessary or incidental in defending such Third Party Claim; (xii) the Indemnifying Party shall make available to the Indemnified Party(ies), all documents and information relating to Third Party Claim required by the Indemnitor shall be satisfactory to Indemnified Party(ies) in any legal proceedings and render all assistance as the Indemnitee in Indemnified Party(ies) may reasonably require at the exercise of his reasonable judgement. Notwithstanding Indemnifying Party’s cost and expense; and (xiii) the Indemnitor's assumption of the defense of such action, claim, suit, proceeding or investigation, the Indemnitee Indemnified Party(ies) shall have the right to employ separate counsel and to participate incompromise, but not controladjust, withdraw, settle and/or dispose the defense of such action, claim, suit, proceeding or investigation, and the Indemnitor shall bear the reasonable fees, costs and expenses of such separate counsel as such fees, costs and expenses are incurred (Third Party Claim in good faith provided that with respect to any single actionno compromise, claimadjustment, suit, proceeding settlement or investigation, the Indemnitor admission of guilt shall not be required to bear the fees, costs and expenses of more than one such counsel in any single jurisdiction) if (a) the use of counsel chosen by the Indemnitor to represent the Indemnitee would present such counsel with a conflict of interest; (b) the defendants, respondents made binding on or other parties in any such action, claim, suit, proceeding or investigation include both the Indemnitee on the one hand and the Indemnitor on the other hand, and the Indemnitee has reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them (in which case the Indemnitor shall not have the right to direct the defense of such action, claim, suit, proceeding or investigation on behalf of the Indemnitee); (c) the Indemnitor shall not have employed counsel satisfactory to the Indemnitee in the exercise of the Indemnitee's reasonable judgment to represent him, within a reasonable time after notice of the institution of such action, proceeding Promoter or investigation; or (d) the Indemnitor authorizes the Indemnitee to employ separate counsel at the Indemnitor's expenseExisting Shareholders without their prior written consent. (3e) The Indemnitee shall cooperate with Notwithstanding anything contained elsewhere in this Agreement, the Indemnitor in Company, the Indemnitor's defense by providing such information Promoter and other assistance which the Indemnitor may reasonably request Existing Shareholders hereby jointly and severally indemnify, defend and hold harmless, promptly on demand at any time and from time to time, the Indemnified Parties for any and all Losses caused to the Indemnified Parties, on account of, or as a result of, or in connection with such defense. (4) The Indemnitor shall notwith, without the Indemnitee's prior written consent, settle, compromise, consent to the entry of all or any judgment in or otherwise seek to terminate any action, claim, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not the Indemnitee is a party thereto) unless such settlement, compromise, consent or termination includes a release of the Indemnitee from any liabilities arising out of such action, claim, suit or proceeding. The Indemnitee shall not, without the Indemnitor's prior written consent, admit liability, settle, compromise, consent to the entry of any judgment matters specified in or otherwise seek to terminate any action, claim, suit, investigation or proceeding referred to in the preceding paragraph and the Indemnitee shall not disclose the existence of this Agreement unless required by law, subpoena, court order or upon the advice of counsel.Schedule 9 (Specific Indemnities) hereunder:

Procedure for Claims. (1a) In the event the Indemnitee is named as a party Promptly, but in any actionevent within 10 days after obtaining knowledge of any claim or demand which may give rise to, claimor could reasonably give rise to, suit, proceeding or investigation upon which the Indemnitee intends to base a claim for indemnification hereunderhereunder (an "Indemnification Claim"), the Indemnitee Purchaser affected by such claim shall give the Indemnitor prompt written notice to the Company of such actionIndemnification Claim ("Notice of Claim"). A Notice of Claim shall be given with respect to all Indemnification Claims; PROVIDED, claim, suit, proceeding or investigation (provided, howeverHOWEVER, that the failure to give a timely Notice of Claim to the Indemnitee to provide such notice Company shall not relieve the Indemnitor of Company from any liability that it may have to the Indemnitee the Indemnitor may have under this Agreement except Purchaser Indemnified Parties hereunder to the extent that the Indemnitor Company is materially not prejudiced by such failure. The Notice of Claim shall set forth the amount (or a reasonable estimate) of the loss, damage or expense suffered, or which may be suffered, by the Purchaser Indemnified Party as a result of such Indemnification Claim and the aggregate amount of all Indemnification Claims to date and a brief description of the facts giving rise to such Indemnification Claim. Each Purchaser shall furnish to the Company such information (in reasonable detail) as such Purchaser may have with respect to such Indemnification Claim (including copies of any summons, complaint or other pleading which may have been served on it and any written claim, demand, invoice, billing or other document evidencing or asserting the same). (2b) The Indemnitor If the claim or demand set forth in the Notice of Claim is a claim or demand asserted by a third party (a "Third Party Claim"), the Company shall participate in and, assume have fifteen days (or such shorter period (but not less than ten days) if any answer or other response or filing with respect to the defence of any such action, including for certainty any derivative action, claim, suit, proceeding or investigation all at the Indemnitor's expense provided, however, that counsel retained pleadings served by the Indemnitor shall be satisfactory third party is required prior to the Indemnitee fifteenth day) after the date of receipt by the Company of the Notice of Claim (the "Notice Date") to notify the Purchasers in writing of the exercise election by the Company to defend the Third Party Claim on behalf of his reasonable judgement. Notwithstanding the IndemnitorPurchaser Indemnified Parties. (c) If the Company elects to defend a Third Party Claim on behalf of the Purchaser Indemnified Parties, each Purchaser shall make available to the Company and its agents and representatives all records and other materials in such Purchaser's assumption of possession which are reasonably required in the defense of the Third Party Claim and the Company shall pay any expenses payable in connection with the defense of the Third Party Claim as they are incurred (whether incurred by the Purchasers or the Company). (d) If the Company has assumed control of the defense, the Company may contest or settle the Third Party Claim on such terms as the Company may choose, PROVIDED, HOWEVER, that the Company will not have the right, without the prior written consent of the Purchaser affected by such claim, to settle any such claim if such settlement (i) arises from or is part of any criminal action, claimsuit or proceeding (ii) contains a stipulation to, suitconfession of judgment with respect to, proceeding or investigationadmission or acknowledgment of, any liability or wrongdoing on the part of any Purchaser Indemnified Party, (iii) relates to any foreign federal, state or local tax matters, (iv) provides for injunctive relief, or other relief other than damages, which is binding on any Purchaser Indemnified Party, (v) does not fully release all Purchaser Indemnified Parties with respect to the relevant Third Party Claim or (vi) has any res judicata or collateral estoppel effect that could be adverse to any Purchaser Indemnified Party. (e) If the Company elects to defend a Third Party Claim, the Indemnitee Purchaser Indemnified Parties shall have the right to employ separate counsel and to participate in, but not control, in the defense of the Third Party Claim, at the Purchaser Indemnified Parties' expense (and without the right to indemnification for such actionexpense under this Agreement); PROVIDED, claimHOWEVER, suit, proceeding or investigation, and the Indemnitor shall bear that the reasonable fees, costs fees and expenses of such separate counsel as such fees, costs and expenses are incurred (provided that with respect to any single action, claim, suit, proceeding or investigation, retained by the Indemnitor Purchaser Indemnified Parties shall not be required to bear at the fees, costs and expenses expense of more than one such counsel in any single jurisdiction) the Company if (aA) the use of the counsel chosen by the Indemnitor Company to represent the Indemnitee Purchaser Indemnified Parties would present such counsel with a conflict of interest; (bB) the defendants, respondents or other parties in any to such action, claim, suit, proceeding or investigation include both the Indemnitee on the one hand Purchaser Indemnified Parties and the Indemnitor on Company and there may be legal defenses available to Purchaser Indemnified Parties which are different from or additional to those available to the other handCompany; (C) within ten days after being advised by the Company of the identity of counsel to be retained to represent the Purchaser Indemnified Parties, the Purchaser Indemnified Party affected by such claim shall have objected to the retention of such counsel for valid reasons (which shall be stated in a written notice to the Company), and the Indemnitee has reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them (in which case the Indemnitor Company shall not have the right to direct the defense of such action, claim, suit, proceeding or investigation on behalf of the Indemnitee); (c) the Indemnitor shall not have employed retained different counsel reasonably satisfactory to the Indemnitee in the exercise of the Indemnitee's reasonable judgment to represent him, within a reasonable time after notice of the institution of such action, proceeding or investigationPurchaser Indemnified Party; or (div) the Indemnitor authorizes Company shall authorize the Indemnitee Purchaser Indemnified Parties to employ retain separate counsel at the Indemnitor's expenseexpense of the Company. (3f) If the Company elects to defend a Third Party Claim, and does not defend a Third Party Claim in good faith, the Purchaser Indemnified Parties shall have the right, in addition to any other right or remedy it may have hereunder, at the sole and exclusive expense of the Company, to defend such Third Party Claim; PROVIDED, HOWEVER, that such expenses shall be payable by the Company only if and when such Third Party Claim becomes payable. (g) The Indemnitee Purchasers shall cooperate with the Indemnitor Company in the Indemnitor's defense by providing such information and other assistance which the Indemnitor may reasonably request in connection with such defense. (4) The Indemnitor shall not, without the Indemnitee's prior written consent, settle, compromise, consent of Third Party Claims. Subject to the entry foregoing, (i) the Purchaser Indemnified Parties shall not have any obligation to participate in the defense of or to defend any Third Party Claim and (ii) the Purchaser Indemnified Parties' defense of or participation in the defense of any judgment in or otherwise seek to terminate any action, claim, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not the Indemnitee is a party thereto) unless such settlement, compromise, consent or termination includes a release of the Indemnitee from any liabilities arising out of such action, claim, suit or proceeding. The Indemnitee shall not, without the Indemnitor's prior written consent, admit liability, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit, investigation or proceeding referred to in the preceding paragraph and the Indemnitee Third Party Claim shall not disclose in any way diminish or lessen the existence of right to indemnification as provided in this Agreement unless required by law, subpoena, court order or upon the advice of counselSection 7.

Procedure for Claims. (1a) In Until all funds held in accordance with the event Escrow Agreement have been disbursed, any Purchaser Parties who shall have a Claim shall give all notices of Claims to the Indemnitee is named Escrow Agent and all such Claims shall be satisfied in accordance with the terms of the Escrow Agreement. Any Party or other person or entity which may entitled to be indemnified under the provisions of this Agreement (the “Indemnified Party”) shall give written notice to the indemnifying party (the “Indemnifying Party”) as soon as practicable after becoming aware of any claim or demand (a party “Claim”) for which recovery against the Indemnifying Party may be sought. If the Indemnifying Party does not notify the Indemnified Party in any actionwriting that it disputes such claim within forty-five (45) days from when such Indemnification Notice (as defined below) was given pursuant to Section 10.3, claimthen the Claim specified in such Indemnification Notice shall be deemed a liability of the Indemnifying Party hereunder (subject to the limitations set forth in this Article 9). If the right to indemnification arises from a claim demand, suit, proceeding action or investigation upon which the Indemnitee intends legal administration or other proceeding, by any person (other than a Party) or any federal, state or local department, agency or other governmental body (a “Third Party Claim”), then, within twenty-one (21) days of when an Indemnification Notice was given pursuant to base a claim for indemnification hereunderSection 10.3 regarding any Third Party Claim, the Indemnitee Indemnified Party shall give notify the Indemnitor prompt written notice of such action, claim, suit, proceeding Indemnifying Party and afford the Indemnifying Party the opportunity to assume the defense or investigation (provided, however, that failure settlement of the Indemnitee Third Party Claim at its own expense with counsel of its choosing. Notice under either of the foregoing sentences of this subsection (a) is referred to provide such notice shall not relieve the Indemnitor of any liability as an “Indemnification Notice.” The right to the Indemnitee the Indemnitor may have indemnification under this Agreement except will not be affected by any failure to give, or any delay in giving, the Indemnification Notice, unless, and then only to the extent that that, the Indemnitor rights and remedies of the party to whom such notice was to have been given are prejudiced. Failure by an Indemnifying Party to notify an Indemnified Party of its election to defend any Third Party Claim within twenty-one (21) days of when an Indemnification Notice was given pursuant to Section 10.3 is materially prejudiced deemed a waiver by the Indemnifying Party of its right to defend such failure)Third Party Claim. (2b) The Indemnitor shall participate in and, assume If the defence of any such action, including for certainty any derivative action, claim, suit, proceeding or investigation all at the Indemnitor's expense provided, however, that counsel retained by the Indemnitor shall be satisfactory to the Indemnitee in the exercise of his reasonable judgement. Notwithstanding the Indemnitor's assumption of Indemnifying Party assumes the defense of such action, claim, suit, proceeding or investigationa Third Party Claim, the Indemnitee shall have the right to employ separate counsel and to participate in, but not control, Indemnifying Party must conduct the defense of such actionthe Third Party Claim actively and diligently. Such Indemnifying Party may not, claim, suit, proceeding or investigation, and the Indemnitor shall bear the reasonable fees, costs and expenses of such separate counsel as such fees, costs and expenses are incurred (provided that with respect to any single action, claim, suit, proceeding or investigation, the Indemnitor shall not be required to bear the fees, costs and expenses of more than one such counsel in any single jurisdiction) if (a) the use of counsel chosen by the Indemnitor to represent the Indemnitee would present such counsel with a conflict of interest; (b) the defendants, respondents or other parties in any such action, claim, suit, proceeding or investigation include both the Indemnitee on the one hand and the Indemnitor on the other hand, and the Indemnitee has reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them (in which case the Indemnitor shall not have the right to direct the defense of such action, claim, suit, proceeding or investigation on behalf of the Indemnitee); (c) the Indemnitor shall not have employed counsel satisfactory to the Indemnitee in the exercise of the Indemnitee's reasonable judgment to represent him, within a reasonable time after notice of the institution of such action, proceeding or investigation; or (d) the Indemnitor authorizes the Indemnitee to employ separate counsel at the Indemnitor's expense. (3) The Indemnitee shall cooperate with the Indemnitor in the Indemnitor's defense by providing such information and other assistance which the Indemnitor may reasonably request in connection with such defense. (4) The Indemnitor shall notThird Party Claim, without the Indemnitee's prior written consent, settle, compromise, consent of the Indemnified Party (which consent will not be unreasonably withheld): (i) consent to the entry of any judgment in (other than a judgment of dismissal on the merits without costs); (ii) enter into any settlement, except a settlement involving solely the payment of money for which the Indemnifying Party is solely responsible pursuant to the terms of this Article 9 or otherwise seek otherwise, and which does not require an admission of liability, responsibility or wrong-doing on the part of the Indemnified Party; or (iii) enter into any settlement that does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff to terminate any action, claim, suit or proceeding the Indemnified Party a release from all liability in respect of such Third Party Claim or resulting litigation. (c) If the Indemnifying Party does not assume the defense of any Third Party Claim after an Indemnification Notice was given, the Indemnified Party may defend against such Third Party Claim in such manner as it deems appropriate, which indemnification may be sought hereunder (include settling such Claim on such terms as it deems appropriate; provided, however, whether or not the Indemnitee is a party thereto) unless Indemnifying Party has assumed the defense, such settlement, compromise, consent Indemnifying Party will not be obligated to indemnify for any settlement entered into or termination includes a release of the Indemnitee from any liabilities arising out of such action, claim, suit or proceeding. The Indemnitee shall not, judgment that was consented to without the Indemnitor's Indemnifying Party’s prior written consent, admit liability, settle, compromise, which consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit, investigation or proceeding referred to in the preceding paragraph and the Indemnitee shall not disclose the existence of this Agreement unless required by law, subpoena, court order or upon the advice of counselbe unreasonably withheld.

Procedure for Claims. (1a) In An Indemnified Party shall give the event Company notice of any matter which an Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement (a “Claim Notice”), within sixty (60) days of such determination, stating the Indemnitee amount of the Losses, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is named as claimed or arises. Any failure to submit any such Claim Notice in a party timely manner to the Company shall not relieve the Company of any liability hereunder, except to the extent the Company is actually prejudiced by such failure. Any Claim Notice seeking indemnification pursuant to Section 11.2(a), to the extent such claim would be satisfied out of the Escrow Fund, shall also be delivered to the Escrow Agent. (b) If the Company, within thirty (30) Business Days after receipt of the Claim Notice, does not give written notice to the Indemnified Party or parties (and, in any action, claim, suit, proceeding or investigation upon which the Indemnitee intends to base case of a claim for indemnification hereunderpursuant to Section 11.2(a), to the extent such claim would be satisfied out of the Escrow Fund, the Indemnitee Escrow Agent) announcing its intent to contest such claim, the claim shall be deemed accepted and the amount of the claim shall be deemed a valid claim, and the Company (or, in the case of a claim for indemnification pursuant to Section 11.2(a), to the extent such claim would be satisfied out of the Escrow Fund, the Escrow Agent, to the extent of the amount of the Escrow Fund, and then the Company) shall, within thirty (30) Business Days after expiration of the prior notice period, deliver to the Indemnified Party the amount of the Losses with respect to the claim set forth in the Claim Notice. In the event, however, that the Company contests the assertion of a claim by giving written notice to the Indemnified Party within the thirty (30)-Business Day period, then the parties shall act in good faith to reach agreement regarding such claim. (c) If the Company and the Indemnified Party are unable to resolve a claim for indemnification to which an objection has been made within thirty (30) days after delivery of the notice of such objection (as such period may be extended by mutual agreement between the Company and the Indemnified Party), either the Company or the Indemnified Party may serve the other with a written demand for arbitration within sixty (60) days of the expiration of such thirty (30) day period, unless the amount of the Losses at issue is a Third Party Claim, in which event arbitration shall not be commenced until such amount is ascertained or the Indemnified Party and the Company agree to commence arbitration. Any such arbitration shall be held in Santa Xxxxx County, California and shall be conducted before a single arbitrator mutually agreeable to the Indemnified Party and the Company in accordance with the Commercial Arbitration Rules of the American Arbitration Association. In the event that within forty-five (45) days after submission of any dispute to arbitration the Indemnified Party and the Company cannot mutually agree on one arbitrator, the Indemnified Party and the Company shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The decision of the arbitrator or, if applicable, the majority of the three arbitrators regarding any claim for indemnification to which an objection has been made shall be binding and conclusive. The decision of the arbitrator(s) shall be written and shall be supported by written findings of fact and conclusions, which shall set forth the award, judgment, decree or order awarded by the arbitrator. The parties agree to complete such arbitration as expeditiously as reasonably possible. To the extent the decision of the arbitrator(s) relates to a claims for indemnification by a Indemnified Party pursuant to Section 11.2(a), to the extent such claim would be satisfied out of the Escrow Fund, the Buyer shall send to the Escrow Agent and the Company, within two (2) Business Days of the decision of the arbitrator(s), notice of the amount of the Losses for which the relevant Indemnified Party is entitled to indemnification pursuant to such decision. The Company (or, in the case of a claim for indemnification pursuant to Section 11.2(a), to the extent such claim would be satisfied out of the Escrow Fund, the Escrow Agent, to the extent of the amount of the Escrow Fund, and then the Company) shall, within ten (10) Business Days after the decision of the arbitrator(s), deliver to the Indemnified Party the amount of the Losses with respect to the claim. (d) The obligations and Liabilities of the Company under this ARTICLE XI with respect to Losses arising from claims of any third party which are subject to the indemnification provided for in this ARTICLE XI (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive notice of any Third Party Claim, the Indemnified Party shall give the Indemnitor prompt written Company notice of such action, claim, suit, proceeding or investigation Third Party Claim within thirty (30) days of the receipt by the Indemnified Party of such notice; provided, however, that the failure of the Indemnitee to provide such notice shall not relieve release the Indemnitor Company from any of any liability to the Indemnitee the Indemnitor may have its obligations under this Agreement ARTICLE XI except to the extent that the Indemnitor Company is materially actually prejudiced by such failure). (2) The Indemnitor failure and shall participate not relieve the Company from any other obligation or liability that it may have to any Indemnified Party otherwise than under this ARTICLE XI. If the Company acknowledges in andwriting its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the Company shall be entitled to assume and control the defence defense of any such action, including for certainty any derivative action, claim, suit, proceeding or investigation all Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnitor's expense Indemnified Party within five days of the receipt of such notice from the Indemnified Party; provided, however, that if (i) there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party for the same counsel retained by to represent both the Indemnitor Indemnified Party and the Company, or (ii) if there is a reasonable probability that such Third Party Claim may have a material adverse effect on the Indemnified Party other than as a result of money damages that are reasonably expected to be satisfied out of the funds then remaining in the Escrow Fund, then the Indemnified Party shall be satisfactory entitled to the Indemnitee participate in the exercise defense of his reasonable judgement. Notwithstanding such Third Party Claim, at its sole cost and expense and through counsel of its own choice; and provided further, that (w) if such Third Party Claim involves a claim for an injunction against any business or operations of the Indemnitor's assumption Indemnified Party, (x) if such Third Party Claim involves a criminal proceeding, action, indictment, allegation or investigation, (y) if such Third Party Claim involves any significant customer or supplier of the Buyer or any of its Subsidiaries, or (z) if the appropriate court rules that the Company failed or is failing to vigorously prosecute or defend such Third Party Claim, then the Indemnified Party shall be entitled to retain control of the defense of such action, claim, suit, proceeding or investigation, Third Party Claim with counsel of its own choice (and the Indemnitee Company shall have the right to employ separate counsel and be entitled to participate in, but not control, in the defense of such actionThird Party Claim, claim, suit, proceeding or investigation, at its sole cost and expense and through counsel of its own choice). In the Indemnitor shall bear event the reasonable fees, costs and expenses of such separate counsel as such fees, costs and expenses are incurred (provided that with respect to any single action, claim, suit, proceeding or investigation, the Indemnitor shall not be required to bear the fees, costs and expenses of more than one such counsel in any single jurisdiction) if (a) the use of counsel chosen by the Indemnitor to represent the Indemnitee would present such counsel with a conflict of interest; (b) the defendants, respondents or other parties in any such action, claim, suit, proceeding or investigation include both the Indemnitee on the one hand and the Indemnitor on the other hand, and the Indemnitee has reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them (in which case the Indemnitor shall not have Company exercises the right to direct undertake any such defense against any such Third Party Claim as provided above, the defense of such action, claim, suit, proceeding or investigation on behalf of the Indemnitee); (c) the Indemnitor shall not have employed counsel satisfactory to the Indemnitee in the exercise of the Indemnitee's reasonable judgment to represent him, within a reasonable time after notice of the institution of such action, proceeding or investigation; or (d) the Indemnitor authorizes the Indemnitee to employ separate counsel at the Indemnitor's expense. (3) The Indemnitee Indemnified Party shall cooperate with the Indemnitor Company in such defense and make available to the Company, at the Company’s expense, all witnesses, pertinent records, materials and information in the Indemnitor's Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Company. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Company shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Company’s expense, all such witnesses, records, materials and information in the Company’s possession or under the Company’s control relating thereto as is reasonably required by providing the Indemnified Party. No such information and other assistance which Third Party Claim may be settled by the Indemnitor may reasonably request in connection with such defense. (4) The Indemnitor shall not, Company without the Indemnitee's prior written consent, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not the Indemnitee is a party thereto) unless such settlement, compromise, consent or termination includes a release of the Indemnitee from any liabilities arising out of such action, claim, suit or proceeding. The Indemnitee shall not, without the Indemnitor's prior written consent, admit liability, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit, investigation or proceeding referred to in the preceding paragraph and the Indemnitee shall not disclose the existence of this Agreement unless required by law, subpoena, court order or upon the advice of counselIndemnified Party.

Procedure for Claims. (1i) In the event the Indemnitee is named as a party in any action, claim, suit, proceeding or investigation upon which the Indemnitee intends to base If a claim for Damages (a "Claim") is to be made by a person entitled to indemnification hereunder, the Indemnitee person claiming such indemnification (the "Indemnified Party"), subject to clause (ii) below, shall give the Indemnitor prompt written notice (a "Claim Notice") to the indemnifying person (the "Indemnifying Party") (or, if the Indemnifying Party is a Stockholder or group of such actionStockholders, claim, suit, proceeding or investigation (provided, however, that failure of the Indemnitee to provide such notice shall not relieve Stockholder Representative) as soon as practicable after the Indemnitor Indemnified Party becomes aware of any liability fact, condition or event which may give rise to the Indemnitee the Indemnitor may have under this Agreement except to the extent that the Indemnitor is materially prejudiced by such failure). (2) The Indemnitor shall participate in and, assume the defence of any such action, including Damages for certainty any derivative action, claim, suit, proceeding or investigation all at the Indemnitor's expense provided, however, that counsel retained by the Indemnitor shall be satisfactory to the Indemnitee in the exercise of his reasonable judgement. Notwithstanding the Indemnitor's assumption of the defense of such action, claim, suit, proceeding or investigation, the Indemnitee shall have the right to employ separate counsel and to participate in, but not control, the defense of such action, claim, suit, proceeding or investigation, and the Indemnitor shall bear the reasonable fees, costs and expenses of such separate counsel as such fees, costs and expenses are incurred (provided that with respect to any single action, claim, suit, proceeding or investigation, the Indemnitor shall not be required to bear the fees, costs and expenses of more than one such counsel in any single jurisdiction) if (a) the use of counsel chosen by the Indemnitor to represent the Indemnitee would present such counsel with a conflict of interest; (b) the defendants, respondents or other parties in any such action, claim, suit, proceeding or investigation include both the Indemnitee on the one hand and the Indemnitor on the other hand, and the Indemnitee has reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them (in which case the Indemnitor shall not have the right to direct the defense of such action, claim, suit, proceeding or investigation on behalf of the Indemnitee); (c) the Indemnitor shall not have employed counsel satisfactory to the Indemnitee in the exercise of the Indemnitee's reasonable judgment to represent him, within a reasonable time after notice of the institution of such action, proceeding or investigation; or (d) the Indemnitor authorizes the Indemnitee to employ separate counsel at the Indemnitor's expense. (3) The Indemnitee shall cooperate with the Indemnitor in the Indemnitor's defense by providing such information and other assistance which the Indemnitor may reasonably request in connection with such defense. (4) The Indemnitor shall not, without the Indemnitee's prior written consent, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit or proceeding in respect of which indemnification may be sought under this Section 9.2, but in no event shall the Claim Notice be effective if it is received after the expiration of the Survival Period. The failure of any Indemnified Party to give timely notice hereunder shall not affect rights to indemnification hereunder, except and only to the extent that, the Claim Notice is received after the expiration of the Survival Period or the Indemnifying Party (or, if the Indemnifying Party is a Stockholder or group of Stockholders, the Stockholder Representative) demonstrates actual material damage caused by such failure. In the case of a Claim involving the assertion of a claim by a third party (whether pursuant to a lawsuit or not other legal action or otherwise, a "Third-Party Claim"), if the Indemnitee Indemnifying Party (or, if the Indemnifying Party is a party theretoStockholder or group of Stockholders, the Stockholder Representative) unless shall acknowledge in writing to the Indemnified Party that the Indemnifying Party shall be obligated to indemnify the Indemnified Party under the terms of its indemnity hereunder in connection with such Third-Party Claim, then (A) the Indemnifying Party (or, if the Indemnifying Party is a Stockholder or group of Stockholders, the Stockholder Representative) shall be entitled and, if it so elects, shall be obligated at its own cost, risk and expense (or, if the Person making such election is the Stockholder Representative, at the cost, risk and expense of the Stockholder or group of Stockholders that is the Indemnifying Party), (1) to take control of the defense and investigation of such Third-Party Claim and (2) to pursue the defense thereof in good faith by appropriate actions or proceedings promptly taken or instituted and diligently pursued, including, without limitation, to employ and engage attorneys of its own choice reasonably acceptable to the Indemnified Party to handle and defend the same, and (B) the Indemnifying Party (or, if the Indemnifying Party is a Stockholder or group of Stockholders, the Stockholder Representative) shall be entitled (but not obligated), if it so elects, to compromise or settle such claim, as long as such proposed settlement or judgment involves only the payment of money damages; otherwise, the Indemnifying Party shall not compromise or settle such claim without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld. In the event the Indemnifying Party (or, if the Indemnifying Party is a Stockholder or group of Stockholders, the Stockholder Representative) elects to assume control of the defense and investigation of such lawsuit or other legal action in accordance with this Section 9.2(b), the Indemnified Party may, at its own cost and expense, participate in the investigation, trial and defense of such Third-Party Claim; provided that, if the named persons to a lawsuit or other legal action include both the Indemnifying Party (or the Stockholder Representative acting on behalf of such Indemnifying Party) and the Indemnified Party and the Indemnified Party has been advised in writing by counsel that there may be one or more legal defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party (or the Stockholder Representative acting on behalf of such Indemnifying Party), the Indemnified Party shall be entitled, at the Indemnified Party's cost, risk and expense, to separate counsel of its own choosing. If the Indemnifying Party (or, if the Indemnifying Party is a Stockholder or group of Stockholders, the Stockholder Representative) fails to assume the defense of such Third-Party Claim in accordance with this Section 9.2 within 10 calendar days after receipt of the Claim Notice, the Indemnified Party against which such Third-Party Claim has been asserted shall (upon delivering notice to such effect to the Indemnifying Party (or, if the Indemnifying Party is a Stockholder or group of Stockholders, the Stockholder Representative)) have the right to undertake, at the Indemnifying Party's cost, risk and expense, the defense, compromise and settlement of such Third-Party Claim on behalf of and for the account of the Indemnifying Party; and shall be entitled to settle or compromise such Third Party Claim without the prior written consent of such Indemnified Party, as long as such compromise or settlement involves only the payment of money damages, otherwise provided that such Third-Party Claim shall not be compromised or settled without the written consent of the Indemnifying Party (or, if the Indemnifying Party is a Stockholder or group of Stockholders, the Stockholder Representative), which consent shall not be unreasonably withheld. In the event the Indemnifying Party (or, if the Indemnifying Party is a Stockholder or group of Stockholders, the Stockholder Representative) assumes the defense of the claim, the Indemnifying Party (or, if the Indemnifying Party is a Stockholder or group of Stockholders, the Stockholder Representative) shall keep the Indemnified Party reasonably informed of the progress of any such defense, compromise or settlement, compromise, consent or termination includes a release and in the event the Indemnified Party assumes the defense of the Indemnitee claim, the Indemnified Party shall keep the Indemnifying Party (or, if the Indemnifying Party is a Stockholder or group of Stockholders, the Stockholder Representative) reasonably informed of the progress of any such defense, compromise or settlement. The Indemnifying Party shall be liable for any settlement of any Third-Party Claim effected pursuant to and in accordance with this Section 9.2 and for any final judgment (subject to any right of appeal), and the Indemnifying Party agrees to indemnify and hold harmless each Indemnified Party from and against any liabilities arising out and all Damages by reason of such actionsettlement or judgment. (ii) Notwithstanding clause (i) above, claimin the event that any Indemnified Party is a Stockholder Indemnified Party, suit any Claim Notice, election or proceedingother notification or correspondence required pursuant to such clause (i) shall only be valid if it is delivered by the Stockholder Representative to Intelligroup. The Indemnitee shall not, without Each Stockholder hereby irrevocably appoints the Indemnitor's prior written consent, admit liability, settle, compromise, consent Stockholder Representative as its agent and attorney-in-fact with respect to the entry matters set forth in this Article 9, and hereby irrevocably grants to the Stockholder Representative the authority to administer Claims on behalf of such Stockholder, to exercise such other rights and powers as are set forth in this Agreement and to enter into, and to bind such Stockholder with respect to, the settlement of any judgment such Claim. Each Intelligroup Indemnified Party shall be entitled to rely on the agreements and representations of, and notices and other correspondence from, the Stockholder Representative as such agent and attorney-in-fact in connection with any Claim by or otherwise seek against any Stockholder pursuant to terminate any action, claim, suit, investigation or proceeding referred to in the preceding paragraph and the Indemnitee shall not disclose the existence of this Agreement unless required by law, subpoena, court order or upon the advice of counselArticle 9.

Procedure for Claims. (1a) In A Party seeking indemnification pursuant to Sections 6.1 or 6.2 (the event “Indemnified Party”) shall promptly provide written notification to the Indemnitee Party from whom indemnification is named sought (the “Indemnifying Party”) of the assertion by a Third Party of any Claims or Losses for which indemnification may be sought (failure by the Indemnified Party to give such notification shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent the Indemnifying Party is actually prejudiced as a party result of such failure to give such notification); (b) Within thirty (30) days of written notification provided in 6.3a, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of any Claims and Xxxxxx and propose counsel, and will consult with the Indemnified Party with respect to a possible conflict of interest of counsel proposed by the Indemnifying Party. The proposed counsel shall be deemed accepted by the Indemnifying Party unless the Indemnified Party upon reasonable grounds object to proposed counsel within fifteen (15) days of notification. If the Indemnifying Party does not assume control of such defense, the Indemnified Party shall control such defense at the expense of the Indemnifying Party; (c) The Party controlling defense shall keep the other Party advised of the status of such action, claim, suit, proceeding or investigation upon which claim and the Indemnitee intends defense thereof and shall consider in good faith recommendations made by the other Party with respect thereto. Such other Party shall cooperate as may be reasonably requested by the Party controlling such defense in connection with or in furtherance of such defense. The Party not controlling defense may participate therein at its own expense; (d) The Indemnifying Party shall not agree to base a claim for indemnification hereunder, the Indemnitee shall give the Indemnitor prompt written notice any settlement of such action, claim, suit, proceeding or investigation (provided, however, that failure claim without the prior written consent of the Indemnitee to provide such notice Indemnified Party, which shall not relieve the Indemnitor be unreasonably withheld or delayed. The Indemnifying Party shall not agree to any settlement of any liability to the Indemnitee the Indemnitor may have under this Agreement except to the extent that the Indemnitor is materially prejudiced by such failure). (2) The Indemnitor shall participate in and, assume the defence of any such action, including for certainty any derivative action, claim, suit, proceeding or investigation claim or consent to any judgment in respect thereof that does not include a complete and unconditional release of the Indemnified Party from all at Claims and Losses with respect thereto or that imposes any liability or obligation on the Indemnitor's expense providedIndemnified Party without the prior written consent of the Indemnified Party, however, that counsel retained by which shall not be unreasonably withheld or delayed; and (e) If the Indemnitor shall be satisfactory Parties cannot agree as to the Indemnitee in the exercise application of his reasonable judgement. Notwithstanding the Indemnitor's assumption of the defense Sections 6.1, 6.2, or 6.3 to any Claims and Losses, pending resolution of such action, claim, suit, proceeding or investigationdisagreement pursuant to Section 7.6, the Indemnitee shall have Parties may conduct separate defenses of such Claims and Losses, with each Party retaining the right to employ separate counsel and to participate in, but not control, the defense of such action, claim, suit, proceeding or investigation, and the Indemnitor shall bear the reasonable fees, costs and expenses of such separate counsel as such fees, costs and expenses are incurred (provided that with respect to any single action, claim, suit, proceeding or investigation, the Indemnitor shall not be required to bear the fees, costs and expenses of more than one such counsel in any single jurisdiction) if (a) the use of counsel chosen by the Indemnitor to represent the Indemnitee would present such counsel with a conflict of interest; (b) the defendants, respondents or other parties in any such action, claim, suit, proceeding or investigation include both the Indemnitee on the one hand and the Indemnitor on claim indemnification from the other handParty in accordance with Sections 6.1 or 6.2, and the Indemnitee has reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them (in which case the Indemnitor shall not have the right to direct the defense of such action, claim, suit, proceeding or investigation on behalf upon resolution of the Indemnitee); (c) the Indemnitor shall not have employed counsel satisfactory to the Indemnitee in the exercise of the Indemnitee's reasonable judgment to represent him, within a reasonable time after notice of the institution of such action, proceeding or investigation; or (d) the Indemnitor authorizes the Indemnitee to employ separate counsel at the Indemnitor's expenseunderlying Claim. (3) The Indemnitee shall cooperate with the Indemnitor in the Indemnitor's defense by providing such information and other assistance which the Indemnitor may reasonably request in connection with such defense. (4) The Indemnitor shall not, without the Indemnitee's prior written consent, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not the Indemnitee is a party thereto) unless such settlement, compromise, consent or termination includes a release of the Indemnitee from any liabilities arising out of such action, claim, suit or proceeding. The Indemnitee shall not, without the Indemnitor's prior written consent, admit liability, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit, investigation or proceeding referred to in the preceding paragraph and the Indemnitee shall not disclose the existence of this Agreement unless required by law, subpoena, court order or upon the advice of counsel.

Procedure for Claims. (1) In the event that a Parent Indemnified Party may have a right to indemnification under this Article VII (other than a Third-Party Claim covered by Section 7.5(b) below), then Parent (on behalf of such Parent Indemnified Party) shall deliver to the Indemnitee is named Seller and the Escrow Agent (if applicable) a certificate (a “Claim Certificate”) (i) stating that a Parent Indemnified Party has suffered or incurred, or reasonably anticipates that it may suffer or incur, Losses, and (ii) specifying in reasonable detail the basis for the claim(s), as well as the Losses relating thereto (which, if not determinable at such time, may be a party reasonable good faith estimate thereof) (the aggregate amount of such Losses in any actiona Claim Certificate being referred to as the “Claimed Amount”). The Seller shall have twenty (20) days after receipt of a Claim Certificate to deliver to Parent and the Escrow Agent (if applicable) a certificate (an “Objection Certificate”), claim, suit, proceeding or investigation upon pursuant to which the Indemnitee intends to base a claim for indemnification hereunderSeller shall, the Indemnitee shall give the Indemnitor prompt written notice of such action, claim, suit, proceeding or investigation (provided, however, that failure of the Indemnitee to provide such notice shall not relieve the Indemnitor of any liability to the Indemnitee the Indemnitor may have under this Agreement except to the extent that the Indemnitor is materially prejudiced by such failure). (2) The Indemnitor shall participate in and, assume the defence of any such action, including for certainty any derivative action, claim, suit, proceeding or investigation all at the Indemnitor's expense provided, however, that counsel retained by the Indemnitor shall be satisfactory to the Indemnitee in the exercise of his reasonable judgement. Notwithstanding the Indemnitor's assumption of the defense of such action, claim, suit, proceeding or investigation, the Indemnitee shall have the right to employ separate counsel and to participate in, but not control, the defense of such action, claim, suit, proceeding or investigation, and the Indemnitor shall bear the reasonable fees, costs and expenses of such separate counsel as such fees, costs and expenses are incurred (provided that with respect to any single action, claim, suit, proceeding or investigation, the Indemnitor shall not be required to bear the fees, costs and expenses of more than one such counsel in any single jurisdiction) if (a) the use of counsel chosen by the Indemnitor to represent the Indemnitee would present such counsel with a conflict of interest; (b) the defendants, respondents or other parties in any such action, claim, suit, proceeding or investigation include both the Indemnitee on the one hand and the Indemnitor on the other hand, and the Indemnitee has reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them (in which case the Indemnitor shall not have the right to direct the defense of such action, claim, suit, proceeding or investigation on behalf of the IndemniteeIndemnifying Parties: (A) agree that the Parent Indemnified Party is entitled to receive all of the Claimed Amount (in which case, the Escrow Agent shall pay to Parent from the Escrow Account an amount equal to the Claimed Amount or the applicable portion thereof as determined by Parent, and to the extent the Claimed Amount is to be recovered in whole or in part directly from the Indemnifying Parties, the Indemnifying Parties shall promptly, but in no event later than five (5) Business Days, jointly and severally cause to be paid to Parent an amount equal to the Claimed Amount minus the portion of the Claimed Amount actually deducted from the Escrow Account); (cB) agree that the Indemnitor Parent Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”) (in which case, the Escrow Agent shall not have employed counsel satisfactory pay to Parent from the Escrow Account an amount equal to the Indemnitee Agreed Amount or the applicable portion thereof as determined by Parent, and to the extent the Agreed Amount is to be recovered in whole or in part directly from the exercise Indemnifying Parties, the Indemnifying Parties shall promptly, but in no event later than five (5) Business Days, jointly and severally cause to be paid to Parent an amount equal to the Agreed Amount minus the portion of the Indemnitee's reasonable judgment to represent him, within a reasonable time after notice of Agreed Amount actually deducted from the institution of such action, proceeding or investigationEscrow Account); or (dC) contest that the Indemnitor authorizes Parent Indemnified Party is entitled to receive any of the Indemnitee to employ separate counsel at the Indemnitor's expense. (3) The Indemnitee shall cooperate with the Indemnitor Claimed Amount and specify, in the Indemnitor's defense by providing such information and other assistance which the Indemnitor may reasonably request in connection with such defense. (4) The Indemnitor shall notreasonable detail, without the Indemnitee's prior written consent, settle, compromise, consent any objections to the entry claims in such Claim Certificate or the Claimed Amount. If the Seller fails to deliver an Objection Certificate within twenty (20) days after receipt of any judgment in or otherwise seek to terminate any actiona Claim Certificate, claimthen the Seller shall be deemed, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not the Indemnitee is a party thereto) unless such settlement, compromise, consent or termination includes a release for and on behalf of the Indemnitee Indemnifying Parties, to agree that the Parent Indemnified Party is entitled to receive all of the Claimed Amount (which deemed agreement shall be deemed final, binding and conclusive with respect to all of the Indemnifying Parties) (in which case, the Escrow Agent shall pay to Parent from any liabilities arising out of such action, claim, suit or proceeding. The Indemnitee shall not, without the Indemnitor's prior written consent, admit liability, settle, compromise, consent Escrow Account an amount equal to the entry Claimed Amount or the applicable portion thereof as determined by Parent, and to the extent the Claimed Amount is to be recovered in whole or in part directly from the Indemnifying Parties, the Indemnifying Parties shall promptly, but in no event later than five (5) Business Days, jointly and severally cause to be paid to Parent an amount equal to the Claimed Amount minus the portion of any judgment in or otherwise seek to terminate any action, claim, suit, investigation or proceeding referred to in the preceding paragraph and Claimed Amount actually deducted from the Indemnitee shall not disclose the existence of this Agreement unless required by law, subpoena, court order or upon the advice of counselEscrow Account).

Procedure for Claims. (1a) In order to seek indemnification under this Article IX, a Person entitled to indemnification under Section 9.1 or Section 9.2 (an “Indemnified Party”) will deliver, in good faith, a written demand (an “Indemnification Demand”) to Seller (in the event case of Indemnification Demands from a Buyer Indemnitee) or Buyer (in the Indemnitee case of Indemnification Demands from a Seller Indemnitee) which contains (i) a description and the amount (the “Asserted Damages Amount”) of any Damages incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a statement that the Indemnified Party is named entitled to indemnification under this Article IX for such Damages and a reasonable explanation of the basis therefor, and (iii) a demand for payment in the amount of such Damages. (b) Within thirty (30) days after delivery of an Indemnification Demand to Seller or Buyer (as the case may be), such party will deliver to the other of such parties a party written response (the “Response”) in any action, claim, suit, proceeding or investigation upon which the Indemnitee intends party providing the Response will: (i) agree that the Indemnified Party is entitled to base receive cash equal to all of the Asserted Damages Amount (subject to the limitations of Section 9.3); (ii) agree that the Indemnified Party is entitled to receive cash equal to part, but not all, of the Asserted Damages Amount (such portion, the “Agreed Portion of Damages”) (subject to the limitations of Section 9.3); or (iii) dispute that the Indemnified Party is entitled to receive any of the Asserted Damages Amount. (c) If the party providing a Response pursuant to Section 9.4(b) will (i) dispute that the Indemnified Party is entitled to receive any of the Asserted Damages Amount, or (ii) agree that the Indemnified Party is entitled to only the Agreed Portion of Damages, Seller and Buyer will attempt in good faith to agree upon the rights of the respective parties with respect to each of the indemnification claims that comprise the Asserted Damages Amount (or the portion of the Asserted Damages Amount not comprising the Agreed Portion of Damages). If Seller and Buyer should so agree, a memorandum setting forth such agreement will be prepared and signed by both such parties. If no such agreement can be reached after good faith negotiation within sixty (60) days after delivery of a Response, either Buyer or Seller may pursue whatever legal remedies may be available for recovery of the Asserted Damages Amount claimed. (d) If a claim for indemnification hereunderis covered by insurance, such claim for indemnification shall be reduced by the Indemnitee amount actually received by Buyer from the insurance carrier (after deducting therefrom the amount of expenses incurred by Buyer in procuring such recovery, including any prospective or increased premiums or costs). Buyer shall give make the Indemnitor prompt written notice reasonable commercial efforts necessary to pursue such insurance claim. However, Buyer may, concurrent with continuing to pursue such insurance claim, make a claim for indemnification to Seller pursuant to this Article IX and shall be entitled to receive payment on account of such action, claim, suit, proceeding or investigation (provided, however, that failure claim pursuant to this Article IX regardless of the Indemnitee to provide such notice shall not relieve the Indemnitor of any liability to the Indemnitee the Indemnitor may have under this Agreement except to the extent that the Indemnitor is materially prejudiced by such failure). (2) The Indemnitor shall participate in and, assume the defence of any such action, including for certainty any derivative action, claim, suit, proceeding or investigation all at the Indemnitor's expense provided, however, that counsel retained by the Indemnitor shall be satisfactory to the Indemnitee in the exercise of his reasonable judgement. Notwithstanding the Indemnitor's assumption of the defense of such action, claim, suit, proceeding or investigation, the Indemnitee shall have the right to employ separate counsel and to participate in, but not control, the defense of such action, claim, suit, proceeding or investigation, and the Indemnitor shall bear the reasonable fees, costs and expenses of such separate counsel as such fees, costs and expenses are incurred (provided that with respect to any single action, claim, suit, proceeding or investigation, the Indemnitor shall not be required to bear the fees, costs and expenses of more than one such counsel in any single jurisdiction) if (a) the use of counsel chosen by the Indemnitor to represent the Indemnitee would present such counsel with a conflict of interest; (b) the defendants, respondents or other parties in any such action, claim, suit, proceeding or investigation include both the Indemnitee on the one hand and the Indemnitor on the other hand, and the Indemnitee has reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them (in which case the Indemnitor shall not have the right to direct the defense of such action, claim, suit, proceeding or investigation on behalf of the Indemnitee); (c) the Indemnitor shall not have employed counsel satisfactory to the Indemnitee in the exercise of the Indemnitee's reasonable judgment to represent him, within a reasonable time after notice of the institution of such action, proceeding or investigation; or (d) the Indemnitor authorizes the Indemnitee to employ separate counsel at the Indemnitor's expense. (3) The Indemnitee shall cooperate with the Indemnitor in the Indemnitor's defense by providing such information and other assistance which the Indemnitor may reasonably request in connection with such defense. (4) The Indemnitor shall not, without the Indemnitee's prior written consent, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not the Indemnitee is a party thereto) unless insurance carrier has already paid for the corresponding insurance claim. Once Seller pays the indemnification claim to Buyer, Buyer shall continue to pursue such settlement, compromise, consent insurance coverage or termination includes a release of the Indemnitee assign such claim to Seller and any monies received by Buyer at any time from any liabilities arising out of insurance carrier regarding such action, claim, suit or proceeding. The Indemnitee shall not, without the Indemnitor's prior written consent, admit liability, settle, compromise, consent be paid to Seller by Buyer up to the entry full indemnified claim amount previously paid by Seller (after deducting therefrom the amount of expenses incurred by Buyer in procuring such recovery, including any judgment in prospective or otherwise seek to terminate any action, claim, suit, investigation increased premiums or proceeding referred to in the preceding paragraph and the Indemnitee shall not disclose the existence of this Agreement unless required by law, subpoena, court order or upon the advice of counselcosts).

Procedure for Claims. (1i) In the event the Indemnitee is named as a party in any action, claim, suit, proceeding or investigation upon which the Indemnitee intends An Indemnified Party wishing to base assert a claim for indemnification hereunderunder this Article VII (other than a Third-Party Claim covered by Section 7.5(b) below) shall deliver to (1) the Stockholder Agent and the Escrow Agent, in the case of indemnification pursuant to Section 7.2, or (2) Parent, in the case of indemnification pursuant to Section 7.3, a certificate (a “Claim Certificate”) signed by such Indemnified Party, or if such Indemnified Party is an entity, any officer of such Indemnified Party, (A) stating that it has paid, sustained or incurred, or reasonably anticipates that it will have to pay, sustain or incur, Losses (the aggregate amount of such Losses being referred to as the “Claimed Amount”), (B) specifying in reasonable detail the facts pertinent to such claim(s), the Indemnitee shall give individual items of Losses included in the Indemnitor prompt written notice of amount so stated, and the nature or basis for indemnification to which such actionitem is related, claim, suit, proceeding or investigation and (provided, however, that failure C) demanding payment of the Indemnitee portion of the Claimed Amount that is then certain and quantifiable (the Indemnified Party shall, with respect to that portion of the Claimed Amount that represents anticipated Losses, provide such notice shall not relieve the Indemnitor of any liability a supplement to the Indemnitee the Indemnitor may have under this Agreement except Claim Certificate to the extent that applicable Persons identified in clauses (1) and (2) above as soon as reasonably practicable with the Indemnitor is materially prejudiced by actual amount of Losses paid, incurred or sustained once such failureamounts become known, which supplement shall be deemed delivered as of the date of the original Claim Certificate for purposes of Section 7.1(a)). (2ii) The Indemnitor shall participate in and, assume the defence Within 30 days after delivery of such Claim Certificate (including upon delivery of any supplement thereto), Parent or the Stockholder Agent, as applicable, shall deliver to the Indemnified Party, with a copy to the Escrow Agent (if indemnification is sought out of the Escrow Fund), a written response which shall: (A) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case, if indemnification is out of the Escrow Fund, the Stockholder Agent and Parent shall deliver to the Escrow Agent, within five Business Days following delivery of the response, a written notice executed by both such actionparties instructing the Escrow Agent to distribute to the Parent Indemnified Party, including for certainty any derivative action, claim, suit, proceeding or investigation all at a number of Escrow Shares (rounded up to the Indemnitor's expense provided, however, that counsel retained nearest share) equal to the quotient obtained by dividing the Claimed Amount by the Indemnitor Calculated Stock Price, or if indemnification is being made by Parent, Parent shall be satisfactory to pay the Indemnitee Exchange Agent the Claimed Amount in the exercise of his reasonable judgement. Notwithstanding the Indemnitor's assumption cash within three Business Days following delivery of the defense of such actionresponse), claim, suit, proceeding or investigation, (B) agree that the Indemnitee shall have the right Indemnified Party is entitled to employ separate counsel and to participate inreceive part, but not controlall, of the Claimed Amount, including because some portion of the Claimed Amount remains uncertain (the portion that is agreed upon, the defense of such action, claim, suit, proceeding or investigation, and the Indemnitor shall bear the reasonable fees, costs and expenses of such separate counsel as such fees, costs and expenses are incurred (provided that with respect to any single action, claim, suit, proceeding or investigation, the Indemnitor shall not be required to bear the fees, costs and expenses of more than one such counsel in any single jurisdiction“Agreed Amount”) if (a) the use of counsel chosen by the Indemnitor to represent the Indemnitee would present such counsel with a conflict of interest; (b) the defendants, respondents or other parties in any such action, claim, suit, proceeding or investigation include both the Indemnitee on the one hand and the Indemnitor on the other hand, and the Indemnitee has reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them (in which case the Indemnitor shall not have the right to direct the defense of such actioncase, claim, suit, proceeding or investigation on behalf if indemnification is out of the Indemnitee); (c) Escrow Fund, the Indemnitor Stockholder Agent and Parent shall not have employed counsel satisfactory deliver to the Indemnitee in the exercise Escrow Agent, within five Business Days following delivery of the Indemnitee's reasonable judgment response, a written notice executed by both such parties instructing the Escrow Agent to represent himdistribute to the Parent Indemnified Party, within a reasonable time after notice out of the institution Escrow Fund, a number of such actionEscrow Shares (rounded up to the nearest share) equal to the quotient obtained by dividing the Agreed Amount by the Calculated Stock Price, proceeding or investigation; if indemnification is being made by Parent, Parent shall pay the Stockholder Agent the Agreed Amount in cash within three Business Days following delivery of the response), or (dC) contest that the Indemnitor authorizes Indemnified Party is entitled to receive any of the Indemnitee Claimed Amount. If the Stockholder Agent fails to employ separate counsel at respond within 30 days after the Indemnitor's expensedelivery of a Claim Certificate (including upon delivery of a supplement thereto), the Escrow Agent shall promptly pay the Claimed Amount specified in such notice in accordance with instructions provided therein. If Parent or the Stockholder Agent in such response contests the payment of all or part of the Claimed Amount, then such contesting party and the Indemnified Party shall use good faith efforts to resolve such dispute in accordance with Section 7.5(c) below. Where the basis for a claim by an Indemnified Party is that such Indemnified Party reasonably anticipates that it will pay or accrue a Loss, no payment or credit will be made for such Loss unless and until such Loss is actually paid or accrued. (3iii) The Indemnitee shall cooperate with For the Indemnitor avoidance of doubt, the concept of “indemnity” as used in this Article VII is intended to include, among others, claims between or among the Indemnitor's defense parties to this Agreement and not involving any other Person, as well as third-party claims, and a claim by providing such information and any Indemnified Party for indemnity or other assistance which the Indemnitor may reasonably request in connection with such defense. (4) The Indemnitor shall notrecovery for Losses arising from any event, without the Indemnitee's prior written consent, settle, compromise, consent to the entry of any judgment in circumstance or otherwise seek to terminate any action, claim, suit or proceeding in respect of which indemnification condition not involving a Third-Party Claim that may be sought hereunder (whether or not payable under the Indemnitee is a party thereto) unless such settlement, compromise, consent or termination includes a release of the Indemnitee from any liabilities arising out of such action, claim, suit or proceeding. The Indemnitee shall not, without the Indemnitor's prior written consent, admit liability, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit, investigation or proceeding referred to in the preceding paragraph and the Indemnitee shall not disclose the existence terms of this Agreement unless required may be asserted by lawdelivery of a Claim Certificate from the Parent Indemnified Party to the Stockholder Agent or the Seller Indemnified Party to Parent, subpoena, court order or upon the advice of counselas applicable.

Procedure for Claims. Subject to the limitations set forth in this Article 8, all claims for Indemnified Buyer Losses or Indemnified JetStar Losses under this Article 8 shall be asserted and resolved by either a Basic Indemnified Person or a JetStar Indemnified Person (1each, an “Indemnified Person”) In as follows: (a) An Indemnified Person shall promptly give Basic or the event the Indemnitee is named JetStar Stockholders’ Representative, as a party in applicable (each an “Indemnifying Person,” as applicable) notice of any action, claim, suit, proceeding matter that such Indemnified Person has determined has given or investigation upon which the Indemnitee intends could give rise to base a claim for indemnification hereunder(a “Claim Notice”) under this Article 8, stating the Indemnitee shall give amount of the Indemnitor prompt written notice Indemnified Buyer Loss or Indemnified JetStar Loss, if known, and method of computation thereof, all with reasonable particularity, and stating with particularity the nature of such action, claim, suit, proceeding or investigation (provided, however, that failure of the Indemnitee matter. Failure to provide such notice Claim Notice shall not relieve affect the Indemnitor indemnification rights of any liability such Indemnified Person hereunder except to the Indemnitee extent such failure shall have resulted in Indemnified Buyer Losses or Indemnified JetStar Losses that could have been actually avoided had such Claim Notice been provided within such required time period or to the Indemnitor may extent such Claim Notice shall not have been sent within the time limitations set forth in this Article 8. The Indemnifying Person shall, within thirty (30) days after its receipt of a Claim Notice, notify the Indemnified Person in writing as to whether the Indemnifying Person admits or disputes the claim described in the Claim Notice. If the Indemnifying Person gives written notice that it admits the indemnification claim described in such Claim Notice, then the Indemnified Person shall be entitled to indemnification pursuant to the provisions of this Article 8, and subject to the limitations hereof, with respect to the estimated amount of Indemnified Buyer Losses or Indemnified JetStar Losses stated in the Claim Notice. If the Indemnifying Person notifies the Indemnified Person in writing that it disputes such claim for indemnification, or that it admits the entitlement of the Indemnified Person to indemnification under this Article 8 with respect thereto but disputes the amount of the Indemnified Buyer Losses or Indemnified JetStar Losses in connection therewith, or if the Indemnifying Person fails to notify the Indemnified Person within such thirty (30) day period that it either admits or disputes such claim for indemnification, then in either of such cases the indemnification claim described in the Claim Notice shall be a disputed indemnification claim that must be resolved by settlement between the Indemnified Person and the Indemnifying Person, or by proceedings commenced in an appropriate court of competent jurisdiction by either the Indemnifying Person or the Indemnified Person, or by any other mutually agreeable method. (b) If a claim is asserted against an Indemnified Person by a person other than a party to this Agreement and is based on factual allegations which, if true, would entitle the Indemnified Person to indemnification hereunder (any such claim, a “Third Party Claim”), the Indemnified Person against whom the Third Party Claim is asserted shall give written notice (a “Third Party Claim Notice”) to the Indemnifying Person of the assertion of such Third Party Claim, describing in such notice in reasonable detail to the extent then known the nature of the Third Party Claim and the factual basis and circumstances surrounding same and estimating the amount of Indemnified Buyer Losses or Indemnified JetStar Losses attributable to such Third Party Claim to the extent feasible (which estimate shall not be conclusive of or binding as to the final amount of such indemnification claim). A copy of all papers served on or received by the Indemnified Person with respect to such Third Party Claim, if any, shall be attached to the Third Party Claim Notice. The failure of an Indemnified Person to properly deliver a Third Party Claim Notice to the Indemnifying Person shall not defeat or prejudice the indemnification rights under this Article 8 of such Indemnified Person with respect to the related Third Party Claim unless and except to the extent that the Indemnitor resulting delay is materially prejudiced prejudicial to the defense of the Third Party Claim or the amount of Indemnified Buyer Losses or Indemnified JetStar Losses associated therewith. Within fifteen (15) days after receipt of any Third Party Claim Notice with respect to a Third Party Claim (the “Election Period”), the Indemnifying Person shall notify the Indemnified Person who provided the Third Party Claim Notice in writing that the Indemnifying Person either (i) disputes the right of the Indemnified Person to indemnification under this Article 8 with respect to that Third Party Claim, or (ii) admits the right of the Indemnified Person to indemnification under this Article 8 with respect to Indemnified buyer Losses or Indemnified JetStar Losses arising in connection with that Third Party Claim. The failure of the Indemnifying person to respond to the Indemnified Person within such fifteen (15) day period after receipt of a Third Party Claim Notice by the shall be deemed to constitute a response by the Indemnifying Person that it denies the right of such failure)Indemnified Person to indemnification under this Article 8 with respect to that Third Party Claim. (2c) The Indemnitor If the Indemnifying Person admits that an Indemnified Person is entitled to indemnification under this Article 8 with respect to a Third Party Claim, then in such event (i) the Indemnifying Person shall defend the Third Party Claim with counsel approved by the Indemnified Person (which approval shall not be unreasonably withheld, delayed or conditioned), and if the Indemnifying Person is the JetStar Stockholders’ Representative, the reasonable costs of such defense incurred by the Indemnifying Person shall be paid from the Escrow Deposit, and (ii) the Indemnifying Person shall not enter into any settlement of the Third Party Claim unless such settlement is approved in writing by the Indemnified Person (which approval may not be unreasonably withheld, delayed or conditioned). In the event the Indemnifying Person assumes the defense against any such Third Party Claim as provided above, the Indemnified Party shall have the right to participate in and, assume the defence of any such action, including for certainty any derivative action, claim, suit, proceeding or investigation all at the Indemnitor's expense provided, however, that counsel retained by the Indemnitor shall be satisfactory to the Indemnitee in the exercise of his reasonable judgement. Notwithstanding the Indemnitor's assumption of the defense of such actionasserted liability, claimshall cooperate with the Indemnifying Person in such defense and will attempt to make available on a reasonable basis to the Indemnifying Person all witnesses, suitpertinent records, proceeding materials and information in its possession or investigation, under its control relating thereto as is reasonably required by the Indemnitee Indemnifying Person. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in, but not control, in the defense of such action, claim, suit, proceeding or investigation, and thereof; provided that the Indemnitor shall bear the reasonable fees, costs fees and expenses of such separate counsel as shall be at the expense of the Indemnified Party unless the employment of such fees, costs and expenses counsel shall have been specifically authorized in writing by the Indemnifying Person or the Indemnified Party shall have been advised by such counsel that there is one or more legal defenses available to it that are incurred (provided that with respect different from or additional to those available to the Indemnifying Person. In any single action, claim, suit, proceeding or investigationsuch case, the Indemnitor Indemnified Buyer Losses or Indemnified JetStar Losses shall not be required to bear not, in connection with any one action or separate but substantially similar or related action in the feessame jurisdiction arising out of the same general allegations or circumstances, costs include the fees and expenses of more than one separate firm of attorneys (in addition to local counsel) for the Indemnified Party. In the event the Indemnifying Party does not elect to conduct the defense against any such counsel in any single jurisdiction) if (a) Third Party Claim, the use Indemnified Buyer Losses or Indemnified JetStar Losses shall include all reasonable costs and expenses of counsel chosen such defense as incurred by the Indemnitor to represent the Indemnitee would present such counsel with a conflict of interest; (b) the defendants, respondents or other parties in any such action, claim, suit, proceeding or investigation include both the Indemnitee on the one hand Indemnified Party and the Indemnitor on the other hand, and the Indemnitee has reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them (in which case the Indemnitor shall not have the right to direct the defense of such action, claim, suit, proceeding or investigation on behalf of the Indemnitee); (c) the Indemnitor shall not have employed counsel satisfactory to the Indemnitee in the exercise of the Indemnitee's reasonable judgment to represent him, within a reasonable time after notice of the institution of such action, proceeding or investigation; or (d) the Indemnitor authorizes the Indemnitee to employ separate counsel at the Indemnitor's expense. (3) The Indemnitee Indemnifying Party shall cooperate with the Indemnitor Indemnified Party (and be entitled to participate) in such defense and attempt to make available to it on a reasonable basis all such witnesses, records, materials and information in its possession or under its control relating thereto as is reasonably required by the Indemnitor's defense Indemnified Party. If the Indemnifying Person disputes the right of the Indemnified Person to indemnification under this Article 8 with respect to the Third Party Claim described in a Third Party Claim Notice, then in such event (i) the Indemnified Person may defend the Third Party Claim with counsel of its choice and may enter into a settlement thereof without seeking or obtaining approval of the Indemnifying Person as to counsel employed or for the making of such settlement, and (ii) the amount of Indemnified Buyer Losses or Indemnified JetStar Losses incurred by providing such information and other assistance which the Indemnitor may reasonably request Indemnified Person in connection with such defenseThird Party Claim, and the Indemnified Person’s right to indemnification under this Article 8 with respect thereto, shall be a disputed indemnification claim to be resolved by settlement between the Indemnifying Person and the Indemnified Person, or by appropriate proceedings in any court of competent jurisdiction. (4d) The Indemnitor Payment of all amounts determined pursuant to this Section 8.5 to be owed to a Basic Indemnified Person shall notbe made by only by the Escrow Agent, without the Indemnitee's prior written consent, settle, compromise, consent only to the entry extent contemplated by Section 2.4(a), in accordance with the terms of any judgment in or otherwise seek to terminate any actionSection 2.4(b)(iii) and the Escrow Agreement, claim, suit or proceeding in respect and within ten (10) days after (i) the making of which indemnification may be sought hereunder (whether or not the Indemnitee is a party thereto) unless such binding settlement, compromiseor (ii) the expiration of all appeal rights from a final adjudication of a court of competent jurisdiction with respect thereto, consent or termination includes a release (iii) the final and non-appealable determination of such liability and amount by any other resolution method undertaken pursuant to the mutual written agreement of the Indemnitee Basic Indemnified Person and the JetStar Stockholders’ Representative. Payment of all amounts determined pursuant to this Section to be owed to a JetStar Indemnified Person shall be made by Basic, within ten (10) days after (i) the making of a binding settlement, or (ii) the expiration of all appeal rights from a final adjudication of a court of competent jurisdiction with respect thereto, or (iii) the final and non-appealable determination of such liability and amount by any liabilities arising other resolution method undertaken pursuant to the mutual written agreement of Basic and the JetStar Indemnified Person. Any such payment shall be paid to the JetStar Stockholders’ Representative for the account of such JetStar Indemnified Person, and shall be paid to the former holders of JetStar Shares (other than Dissenting JetStar Shares), pro rata according to the number of Partially-Diluted JetStar Shares represented thereby; provided that any such payments will be made to the former holders of JetStar Shares (other than Dissenting JetStar Shares) in cash and Basic Common Shares. The cash and Basic Common Shares payable pursuant to the immediately preceding sentence shall be allocated among the recipients thereof in the same manner as the right to receive payments of cash and Basic Common Shares was allocated among the holders of JetStar Shares (other than Dissenting JetStar Shares) as of the Effective Time. Any payments made to Basic out of such action, claim, suit or proceeding. The Indemnitee the Escrow Deposit shall not, without the Indemnitor's prior written consent, admit liability, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit, investigation or proceeding referred to be treated as a reduction in the preceding paragraph and consideration paid by Basic in connection with the Indemnitee Merger. Any payments made by Basic pursuant to this Section 8.5(d) shall not disclose be treated as an increase in the existence of this Agreement unless required consideration paid by law, subpoena, court order or upon Basic in connection with the advice of counselMerger.

Procedure for Claims. (1) In the event the Indemnitee is named as a party in any action, claim, suit, proceeding or investigation upon which the Indemnitee intends An Indemnified Party wishing to base assert a claim for indemnification hereunderunder this Article VII shall deliver to the Securityholder Representative a certificate (an “Officer’s Certificate”) signed by any officer of Parent (or another Indemnified Party) no later than fifteen (15) days after the applicable survival date (if any): (i) stating that Parent (or such other Indemnified Party) has paid, sustained, incurred or accrued Losses, (ii) specifying in reasonable detail the facts pertinent to such claim(s) and the nature of the basis for indemnification with respect thereto, and (iii) if practicable, containing a non-binding, preliminary, good faith estimate of the amount of Losses to which the Indemnified Party in good faith believes it is entitled (the aggregate amount of such Losses, the Indemnitee shall give the Indemnitor prompt written notice “Claimed Amount”). Within thirty (30) days after delivery of such actionOfficer’s Certificate, claim, suit, proceeding or investigation the Securityholder Representative shall deliver to the Indemnified Party a written response in which the Securityholder Representative shall: (provided, however, A) agree that failure the Indemnified Party is entitled to receive all of the Indemnitee to provide such notice shall not relieve the Indemnitor of any liability to the Indemnitee the Indemnitor may have under this Agreement except to the extent that the Indemnitor is materially prejudiced by such failure). (2) The Indemnitor shall participate in and, assume the defence of any such action, including for certainty any derivative action, claim, suit, proceeding or investigation all at the Indemnitor's expense provided, however, that counsel retained by the Indemnitor shall be satisfactory to the Indemnitee in the exercise of his reasonable judgement. Notwithstanding the Indemnitor's assumption of the defense of such action, claim, suit, proceeding or investigation, the Indemnitee shall have the right to employ separate counsel and to participate in, but not control, the defense of such action, claim, suit, proceeding or investigation, and the Indemnitor shall bear the reasonable fees, costs and expenses of such separate counsel as such fees, costs and expenses are incurred (provided that with respect to any single action, claim, suit, proceeding or investigation, the Indemnitor shall not be required to bear the fees, costs and expenses of more than one such counsel in any single jurisdiction) if (a) the use of counsel chosen by the Indemnitor to represent the Indemnitee would present such counsel with a conflict of interest; (b) the defendants, respondents or other parties in any such action, claim, suit, proceeding or investigation include both the Indemnitee on the one hand and the Indemnitor on the other hand, and the Indemnitee has reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them Claimed Amount (in which case the Indemnitor Securityholder Representative and the Indemnified Party shall not have the right to direct the defense of such action, claim, suit, proceeding or investigation on behalf of the Indemnitee); (c) the Indemnitor shall not have employed counsel satisfactory deliver to the Indemnitee in the exercise of the Indemnitee's reasonable judgment to represent himEscrow Agent, within a reasonable time after notice of the institution of such action, proceeding or investigation; or (d) the Indemnitor authorizes the Indemnitee to employ separate counsel at the Indemnitor's expense. three (3) The Indemnitee shall cooperate with Business Days following delivery of the Indemnitor in response, a written notice executed by both such parties instructing the Indemnitor's defense by providing such information and other assistance which the Indemnitor may reasonably request in connection with such defense. (4) The Indemnitor shall not, without the Indemnitee's prior written consent, settle, compromise, consent Escrow Agent to distribute to the entry of any judgment in or otherwise seek to terminate any actionIndemnified Party, claim, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not the Indemnitee is a party thereto) unless such settlement, compromise, consent or termination includes a release out of the Indemnitee from any liabilities arising Escrow Fund, an amount equal to the Claimed Amount), (B) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”) (in which case the Securityholder Representative and the Indemnified Party shall deliver to the Escrow Agent, within three (3) Business Days following delivery of the response, a written notice executed by both such parties instructing the Escrow Agent to distribute to the Indemnified Party, out of such actionthe Indemnity Escrow Amount of the Escrow Fund, claim, suit or proceeding. The Indemnitee shall not, without the Indemnitor's prior written consent, admit liability, settle, compromise, consent an amount equal to the entry Agreed Amount), or (C) contest that the Indemnified Party is entitled to receive all or part of any judgment the Claimed Amount. If the Securityholder Representative in such response contests the payment of all or otherwise seek to terminate any actionpart of the Claimed Amount, claim, suit, investigation or proceeding referred to in then the preceding paragraph Securityholder Representative and the Indemnitee Indemnified Party shall not disclose use good faith efforts to resolve such dispute in accordance with Section 7.3(c) below. Failure of the existence Securityholder Representative to respond in writing to an Officer’s Certificate within the thirty (30) day period specified above shall be treated as agreement by the Securityholder Representative that the Indemnified Party is entitled to the Claimed Amount, which Indemnified Party may then recover unilaterally from the Indemnity Escrow Amount of this Agreement unless required by law, subpoena, court order or upon the advice of counselEscrow Fund.

Procedure for Claims. A Person entitled to indemnification under this Article 10 (1an “Indemnified Party”) In the event the Indemnitee is named as a party in any action, claim, suit, proceeding or investigation upon which the Indemnitee intends wishing to base assert a claim for indemnification hereunder, under this Article 10 must deliver to the Indemnitee shall give Person from whom indemnification is sought (the Indemnitor prompt “Indemnifying Party”) a written notice of such action, claim, suit, proceeding or investigation (provided, however, a “Claim Notice”) that failure of states (i) in reasonable detail the Indemnitee to provide such notice shall not relieve facts constituting the Indemnitor basis for the Damages claimed and (ii) the amount (the “Claim Amount”) of any liability to Damages claimed by the Indemnitee the Indemnitor may have under this Agreement except Indemnified Party, to the extent then known. Within 30 days after delivery of a Claim Notice, the Indemnifying Party must deliver to the Indemnified Party a written response in which the Indemnifying Party must (A) agree that the Indemnitor Indemnified Party is materially prejudiced entitled to receive all of the Claim Amount (in which case such response will, if Buyer is the Indemnified Party, be accompanied by instructions from the Indemnifying Party to the Escrow Agent to pay Buyer the Claim Amount from the Indemnification Escrow Fund), (B) agree that the Indemnified Party is entitled to receive part, but not all, of the Claim Amount (the “Agreed Amount”) (in which case such failureresponse will, if Buyer is the Indemnified Party, be accompanied by instruction from the Indemnifying Party to the Escrow Agent to pay Buyer the Agreed Amount from the Indemnification Escrow Fund). , or (2C) The Indemnitor shall participate contest that the Indemnified Party is entitled to receive any of the Claim Amount. If the Indemnifying Party in andsuch response contests the payment of all or part of the Claim Amount, assume the defence of any Indemnifying Party and the Indemnified Party will use good faith efforts to resolve such action, including for certainty any derivative action, claim, suit, proceeding or investigation all at dispute. If such dispute is not resolved within 60 days following the Indemnitor's expense provided, however, that counsel retained delivery by the Indemnitor shall be satisfactory to the Indemnitee in the exercise of his reasonable judgement. Notwithstanding the Indemnitor's assumption of the defense Indemnifying Party of such action, claim, suit, proceeding or investigationresponse, the Indemnitee shall Indemnifying Party and the Indemnified Party will each have the right to employ separate counsel and submit such dispute to participate in, but not control, the defense a court of such action, claim, suit, proceeding or investigation, and the Indemnitor shall bear the reasonable fees, costs and expenses of such separate counsel as such fees, costs and expenses are incurred (provided that with respect to any single action, claim, suit, proceeding or investigation, the Indemnitor shall not be required to bear the fees, costs and expenses of more than one such counsel competent jurisdiction in any single jurisdiction) if (a) the use of counsel chosen by the Indemnitor to represent the Indemnitee would present such counsel with a conflict of interest; (b) the defendants, respondents or other parties in any such action, claim, suit, proceeding or investigation include both the Indemnitee on the one hand and the Indemnitor on the other hand, and the Indemnitee has reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them (in which case the Indemnitor shall not have the right to direct the defense of such action, claim, suit, proceeding or investigation on behalf of the Indemnitee); (c) the Indemnitor shall not have employed counsel satisfactory to the Indemnitee in the exercise of the Indemnitee's reasonable judgment to represent him, within a reasonable time after notice of the institution of such action, proceeding or investigation; or (d) the Indemnitor authorizes the Indemnitee to employ separate counsel at the Indemnitor's expense. (3) The Indemnitee shall cooperate accordance with the Indemnitor in the Indemnitor's defense by providing such information and other assistance which the Indemnitor may reasonably request in connection with such defenseprovisions of Section 11.6. (4) The Indemnitor shall not, without the Indemnitee's prior written consent, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not the Indemnitee is a party thereto) unless such settlement, compromise, consent or termination includes a release of the Indemnitee from any liabilities arising out of such action, claim, suit or proceeding. The Indemnitee shall not, without the Indemnitor's prior written consent, admit liability, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit, investigation or proceeding referred to in the preceding paragraph and the Indemnitee shall not disclose the existence of this Agreement unless required by law, subpoena, court order or upon the advice of counsel.

Procedure for Claims. (1) In the event the Indemnitee is named as a party in any action, claim, suit, proceeding or investigation upon which the Indemnitee intends An Indemnified Party entitled to base indemnification under this Article VI wishing to assert a claim for indemnification hereunderunder this Article VI (a “Claim”) shall deliver to the Party or Parties from whom indemnification is sought (collectively, the Indemnitee shall give the Indemnitor prompt “Indemnifying Party”) a written notice of such action(a “Claim Notice”) that (i) states in reasonable detail the facts constituting the basis for the Losses claimed, claim, suit, proceeding or investigation (provided, however, that failure of ii) states the Indemnitee to provide such notice shall not relieve amount (the Indemnitor “Claim Amount”) of any liability to Losses claimed by the Indemnitee the Indemnitor may have under this Agreement except Indemnified Party, to the extent then known, (iii) states that the Indemnitor Indemnified Party is materially prejudiced entitled to indemnification under this Article VI and set forth the Indemnified Party’s explanation of the basis therefor, and (iv) includes a demand for payment in the amount of such Losses. Within 30 days after delivery of a Claim Notice, the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall (A) agree that the Indemnified Party is entitled to receive all of the Claim Amount (in which case such response shall, if Buyer is the Indemnified Party and has requested that the Claim Amount be paid from the Escrowed Funds, be accompanied by instructions from Seller to the Escrow Agent to pay Buyer the Claim Amount from the Escrowed Funds), (B) agree that the Indemnified Party is entitled to receive part, but not all, of the Claim Amount (the “Agreed Amount”) (in which case such failure). (2) The Indemnitor shall participate in andresponse shall, assume if Buyer is the defence of any such actionIndemnified Party, including for certainty any derivative actionbe accompanied by instruction from Seller to the Escrow Agent to pay Buyer the Agreed Amount, claim, suit, proceeding or investigation all at to the Indemnitor's expense provided, however, that counsel retained extent acknowledged by the Indemnitor shall be satisfactory Indemnifying Party, from the Escrowed Funds), or (C) contest that the Indemnified Party is entitled to the Indemnitee in the exercise of his reasonable judgement. Notwithstanding the Indemnitor's assumption receive any of the defense Claim Amount. If the Indemnifying Party in such response contests the payment of all or part of the Claim Amount, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve such dispute. If such dispute is not resolved within 60 days following the delivery by the Indemnifying Party of such action, claim, suit, proceeding or investigationresponse (the “Resolution Period”), the Indemnitee Indemnifying Party and the Indemnified Party shall each have the right to employ separate counsel and submit such dispute to participate in, but not control, the defense a court of such action, claim, suit, proceeding or investigation, and the Indemnitor shall bear the reasonable fees, costs and expenses of such separate counsel as such fees, costs and expenses are incurred (provided that with respect to any single action, claim, suit, proceeding or investigation, the Indemnitor shall not be required to bear the fees, costs and expenses of more than one such counsel in any single competent jurisdiction) if (a) the use of counsel chosen by the Indemnitor to represent the Indemnitee would present such counsel with a conflict of interest; (b) the defendants, respondents or other parties in any such action, claim, suit, proceeding or investigation include both the Indemnitee on the one hand and the Indemnitor on the other hand, and the Indemnitee has reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them (in which case the Indemnitor shall not have the right to direct the defense of such action, claim, suit, proceeding or investigation on behalf of the Indemnitee); (c) the Indemnitor shall not have employed counsel satisfactory to the Indemnitee in the exercise of the Indemnitee's reasonable judgment to represent him, within a reasonable time after notice of the institution of such action, proceeding or investigation; or (d) the Indemnitor authorizes the Indemnitee to employ separate counsel at the Indemnitor's expense. (3) The Indemnitee shall cooperate with the Indemnitor in the Indemnitor's defense by providing such information and other assistance which the Indemnitor may reasonably request in connection with such defense. (4) The Indemnitor shall not, without the Indemnitee's prior written consent, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not the Indemnitee is a party thereto) unless such settlement, compromise, consent or termination includes a release of the Indemnitee from any liabilities arising out of such action, claim, suit or proceeding. The Indemnitee shall not, without the Indemnitor's prior written consent, admit liability, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit, investigation or proceeding referred to in the preceding paragraph and the Indemnitee shall not disclose the existence of this Agreement unless required by law, subpoena, court order or upon the advice of counsel.

Procedure for Claims. (1a) In A Buyer Indemnified Party or a Seller Indemnified Party (each, an "Indemnified Party") that desires to seek indemnification under any part of this Section 8 shall give written notice (a "Claim Notice") to each party responsible or alleged to be responsible for indemnification hereunder (an "Indemnitor"). Such notice shall briefly explain the event nature of the Indemnitee claim and shall specify the amount thereof. If the matter to which a claim relates shall not have been resolved as of the date of the Claim Notice, the Indemnified Party shall estimate the amount of the claim in the Claim Notice, but also specify therein that the claim has not yet been liquidated (an "Unliquidated Claim"). If an Indemnified Party gives a Claim Notice for an Unliquidated Claim, the Indemnified Party shall also give a second Claim Notice (the "Liquidated Claim Notice") within 60 days after the matter giving rise to the claim becomes finally resolved, and the Second Claim Notice shall specify the amount of the claim. Each Indemnitor to which a Claim Notice is named as given shall respond to any Indemnified Party that has given a party in any actionClaim Notice (a "Claim Response") within 20 days (the "Response Period") after the later of (i) the date that the Claim Notice is given or (ii) if a Claim Notice is first given with respect to an Unliquidated Claim, claim, suit, proceeding or investigation upon the date on which the Indemnitee intends Liquidated Claim Notice is given. Any Claim Notice or Claim Response shall be given in accordance with the notice requirements hereunder, and any Claim Response shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the Claim Notice. If any Indemnitor fails to base give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice. If any Indemnitor elects not to dispute a claim described in a Claim Notice, whether by failing to give a timely Claim Response or otherwise, then the amount of such claim shall be conclusively deemed to be an obligation of such Indemnitor. (b) If any Indemnitor shall be obligated to indemnify an Indemnified Party hereunder, such Indemnitor shall pay to such Indemnified Party within 30 days after the last day of the Claim Response Period the amount to which such Indemnified Party shall be entitled. A Buyer Indemnified Party shall first request payment of the related Damages under the Escrow Agreement, but only to the extent that Escrow Shares are then being held by the Escrow Agent and are not subject to other claims for indemnification, and thereafter the Buyer Indemnified Party shall seek indemnification directly from the Company Stockholders who shall be required first to tender Buyer Common Shares until such shares are exhausted and thereafter cash in satisfaction of any claim for indemnification by a Buyer Indemnified Party. All Escrow Shares and Buyer Common Shares shall be valued at $15.10 per share for purposes of satisfying a claim for indemnification hereunderunder this Section 8 without regard to their then current fair market value at the time any such claim is made. Subject to the foregoing, if there shall be a dispute as to the amount or manner of indemnification under this Section 8, the Indemnitee shall give the Indemnitor prompt written notice of such action, claim, suit, proceeding or investigation (provided, however, that failure Indemnified Party may pursue whatever legal remedies may be available for recovery of the Indemnitee Damages claimed from any Indemnitor. If any Indemnified Party fails to provide such notice shall not relieve the Indemnitor receive all or part of any liability indemnification obligation when due, then such Indemnified Party shall also be entitled to receive from the applicable Indemnitor or, if applicable, the Escrow Agent, interest on the unpaid amount for each day during which the obligation remains unpaid at an annual rate equal to the Indemnitee the Indemnitor may have under this Agreement except to the extent that the Indemnitor is materially prejudiced by such failure). (2) The Indemnitor shall participate in and, assume the defence of any such action, including for certainty any derivative action, claim, suit, proceeding or investigation all at the Indemnitor's expense provided, however, that counsel retained by the Indemnitor shall be satisfactory to the Indemnitee in the exercise of his reasonable judgement. Notwithstanding the Indemnitor's assumption of the defense of such action, claim, suit, proceeding or investigation, the Indemnitee shall have the right to employ separate counsel and to participate in, but not control, the defense of such action, claim, suit, proceeding or investigationPrime Rate, and the Indemnitor Prime Rate in effect on the first business day of each calendar quarter shall bear apply to the reasonable fees, costs and expenses amount of the unpaid obligation during such separate counsel as such fees, costs and expenses are incurred (provided that with respect to any single action, claim, suit, proceeding or investigation, the Indemnitor calendar quarter. A Buyer Indemnified Party shall not be required to bear the fees, costs and expenses of more than one such counsel in any single jurisdiction) if (a) case seek recovery pursuant to this Section 8 first from the use of counsel chosen by the Indemnitor to represent the Indemnitee would present such counsel with a conflict of interest; (b) the defendants, respondents or other parties in any such action, claim, suit, proceeding or investigation include both the Indemnitee on the one hand Buyer Common Shares issued pursuant hereto until all Buyer Common Shares have been tendered and the Indemnitor on the other hand, and the Indemnitee has reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them (in which case the Indemnitor shall not have the right to direct the defense of such action, claim, suit, proceeding or investigation on behalf of the Indemnitee); (c) the Indemnitor shall not have employed counsel satisfactory to the Indemnitee in the exercise of the Indemnitee's reasonable judgment to represent him, within a reasonable time after notice of the institution of such action, proceeding or investigation; or (d) the Indemnitor authorizes the Indemnitee to employ separate counsel at the Indemnitor's expenseonly thereafter from cash. (3) The Indemnitee shall cooperate with the Indemnitor in the Indemnitor's defense by providing such information and other assistance which the Indemnitor may reasonably request in connection with such defense. (4) The Indemnitor shall not, without the Indemnitee's prior written consent, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not the Indemnitee is a party thereto) unless such settlement, compromise, consent or termination includes a release of the Indemnitee from any liabilities arising out of such action, claim, suit or proceeding. The Indemnitee shall not, without the Indemnitor's prior written consent, admit liability, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit, investigation or proceeding referred to in the preceding paragraph and the Indemnitee shall not disclose the existence of this Agreement unless required by law, subpoena, court order or upon the advice of counsel.

Procedure for Claims. (1a Any Person that desires to seek indemnification under any part of this Section 11 (each, an "INDEMNIFIED PARTY") In shall give notice (a "CLAIM NOTICE") to each party responsible or alleged to be responsible for indemnification hereunder (an "INDEMNITOR") prior to any applicable Expiration Date specified below. Such notice shall briefly explain the event nature of the Indemnitee claim and the parties known to be invoked, and shall specify the amount thereof. If the matter to which a claim relates shall not have been resolved as of the date of the Claim Notice, the Indemnified Party shall estimate the amount of the claim in the Claim Notice, but also specify therein that the claim has not yet been liquidated (an "UNLIQUIDATED CLAIM"). If an Indemnified Party gives a Claim Notice for an Unliquidated Claim, the Indemnified Party shall also give a second Claim Notice (the "LIQUIDATED CLAIM NOTICE") within 60 days after the matter giving rise to the claim becomes finally resolved, and the Second Claim Notice shall specify the amount of the claim. Each Indemnitor to which a Claim Notice is named as given shall respond to any Indemnified Party that has given a party in any actionClaim Notice (a "CLAIM RESPONSE") within 20 days (the "RESPONSE PERIOD") after the later of (i) the date that the Claim Notice is given or (ii) if a Claim Notice is first given with respect to an Unliquidated Claim, claim, suit, proceeding or investigation upon the date on which the Indemnitee intends Liquidated Claim Notice is given. Any Claim Notice or Claim Response shall be given in accordance with the notice requirements hereunder, and any Claim Response shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the Claim Notice. If any Indemnitor fails to base give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice. If any Indemnitor elects not to dispute a claim for indemnification hereunderdescribed in a Claim Notice, whether by failing to give a timely Claim Response or otherwise, then the Indemnitee shall give the Indemnitor prompt written notice amount of such action, claim, suit, proceeding or investigation (provided, however, that failure claim shall be conclusively deemed to be an obligation of such Indemnitor. For the purposes of the Indemnitee immediately preceding sentence, an Indemnitor's failure to provide such notice give a timely Claim Response shall not relieve be deemed an election not to dispute a Claim Notice unless the Indemnitor Indemnified Party shall have given an additional Claim Notice after expiration of any liability to the Indemnitee Response Period and another 20 days after the Indemnitor may date on which the Indemnified Party shall have under this Agreement except to given such additional Claim Notice shall have expired without the extent that the Indemnitor is materially prejudiced by Indemnitor's having given a Response Notice within such failure)period. (2) The Indemnitor shall participate in and, assume the defence of b If any such action, including for certainty any derivative action, claim, suit, proceeding or investigation all at the Indemnitor's expense provided, however, that counsel retained by the Indemnitor shall be satisfactory obligated to indemnify an Indemnified Party hereunder, such Indemnitor shall pay to such Indemnified Party within 30 days after the last day of the Claim Response Period the amount to which such Indemnified Party shall be entitled. If there shall be a dispute as to the Indemnitee in amount or manner of indemnification under this Section 11, the exercise of his reasonable judgement. Notwithstanding the Indemnitor's assumption Indemnified Party may pursue whatever legal remedies may be available for recovery of the defense Damages claimed from any Indemnitor in accordance with the arbitration provisions of this Agreement. If any Indemnitor fails to pay all or part of any indemnification obligation when due, then such action, claim, suit, proceeding or investigation, Indemnitor Party shall also be obligated to pay to the Indemnitee shall have applicable Indemnified Party interest on the right unpaid amount for each day during which the obligation remains unpaid at an annual rate equal to employ separate counsel and to participate in, but not control, the defense of such action, claim, suit, proceeding or investigationPrime Rate, and the Indemnitor Prime Rate in effect on the first business day of each calendar quarter shall bear apply to the reasonable feesamount of the unpaid obligation during such calendar quarter. (c Whenever there is an event, costs condition or a circumstance (a "POSSIBLE BREACH") the subject matter of which is covered by more than one of the representations and expenses warranties contained in Section 4 or Section 5 (the "APPLICABLE REPRESENTATIONS") and one or more of such separate counsel as representations (the "SPECIFICALLY APPLICABLE REPRESENTATIONS") more specifically relate to the subject matter of the Possible Breach, then if such feesPossible Breach would cause a breach of any Specifically Applicable Representations, costs and expenses are incurred (provided the fact that a breach may not have occurred with respect to any single action, claim, suit, proceeding or investigation, of the Indemnitor more general Applicable Representation shall not be required affect an Indemnified Party's ability to bear the fees, costs and expenses of more than one such counsel in any single jurisdiction) if (a) the use of counsel chosen by the Indemnitor to represent the Indemnitee would present such counsel with claim a conflict of interest; (b) the defendants, respondents or other parties in any such action, claim, suit, proceeding or investigation include both the Indemnitee on the one hand and the Indemnitor on the other hand, and the Indemnitee has reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them (in which case the Indemnitor shall not have the right to direct the defense of such action, claim, suit, proceeding or investigation on behalf breach of the Indemnitee); (c) the Indemnitor shall not have employed counsel satisfactory to the Indemnitee in the exercise of the Indemnitee's reasonable judgment to represent him, within a reasonable time after notice of the institution of such action, proceeding or investigation; or (d) the Indemnitor authorizes the Indemnitee to employ separate counsel at the Indemnitor's expenseSpecifically Applicable Representations. (3) The Indemnitee shall cooperate with the Indemnitor in the Indemnitor's defense by providing such information and other assistance which the Indemnitor may reasonably request in connection with such defense. (4) The Indemnitor shall not, without the Indemnitee's prior written consent, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not the Indemnitee is a party thereto) unless such settlement, compromise, consent or termination includes a release of the Indemnitee from any liabilities arising out of such action, claim, suit or proceeding. The Indemnitee shall not, without the Indemnitor's prior written consent, admit liability, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit, investigation or proceeding referred to in the preceding paragraph and the Indemnitee shall not disclose the existence of this Agreement unless required by law, subpoena, court order or upon the advice of counsel.

Procedure for Claims. (1i) In the event that a Parent Indemnified Party may have a right to indemnification under this ARTICLE VII (though with respect to Third-Party Claims, additionally subject to the Indemnitee is named terms and conditions set forth in Section 7.4(b) below), then Parent (on behalf of such Parent Indemnified Party) shall deliver to the Stockholders’ Representative a certificate (a “Claim Certificate”) (with contemporaneous delivery to the Escrow Agent) (i) stating that a Parent Indemnified Party has suffered or incurred, or reasonably anticipates that it may suffer or incur and/or was required under GAAP to reserve or accrue, Losses, including the amount thereof, and (ii) specifying in reasonable detail the basis for the claim(s), as well as the individual items of such Losses included in the amount so stated and the nature of the claim relating thereto (which, if not determinable at such time, may be a party reasonable good faith estimate thereof) (the aggregate amount of such Losses in any actiona Claim Certificate being referred to as the “Claimed Amount”). The Stockholders’ Representative shall have thirty (30) days after receipt of a Claim Certificate to deliver to Parent a certificate (an “Objection Certificate”) (with contemporaneous delivery to the Escrow Agent), claim, suit, proceeding or investigation upon pursuant to which the Indemnitee intends Stockholders’ Representative shall, on behalf of the Indemnifying Parties: (A) agree that the Parent Indemnified Party is entitled to base receive all of the Claimed Amount (in which case, if requested by Parent, Parent and the Stockholders’ Representative shall deliver to the Escrow Agent, within three (3) Business Days following delivery of the Objection Certificate, a claim for indemnification hereunderwritten notice executed by both such parties instructing the Escrow Agent to distribute to Parent, out of the Escrow Fund, an amount equal to the Claimed Amount or the applicable portion thereof as determined by Parent, and, if in whole or in part against the Indemnifying Parties, the Indemnitee Indemnifying Parties shall give promptly cause to be paid to Parent an amount equal to the Indemnitor prompt product of (x) such Indemnifying Party’s Pro Rata Portion, multiplied by (y) the Claimed Amount (subject to the limitations set forth in this ARTICLE VII), (B) agree that the Parent Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”) (in which case, if requested by Parent, Parent and the Stockholders’ Representative shall deliver to the Escrow Agent, within three (3) Business Days following delivery of the Objection Certificate, a written notice of executed by both such actionparties instructing the Escrow Agent to distribute to Parent, claim, suit, proceeding or investigation (provided, however, that failure out of the Indemnitee to provide such notice shall not relieve the Indemnitor of any liability Escrow Fund, an amount equal to the Indemnitee Agreed Amount or the Indemnitor may have under this Agreement except applicable portion thereof as determined by Parent, and, if in whole or in part against the Indemnifying Parties, the Indemnifying Parties shall promptly cause to be paid to Parent an amount equal to the extent product of (x) such Indemnifying Party’s Pro Rata Portion, multiplied by (y) the Agreed Amount (subject to the limitations set forth in this ARTICLE VII)), or (C) contest that the Indemnitor Indemnified Party is materially prejudiced entitled to receive any of the Claimed Amount and specify, in reasonable detail based on the information then known, any objections to the claims in such Claim Certificate or the Claimed Amount. If the Stockholders’ Representative fails to deliver an Objection Certificate within thirty (30) days after receipt of a Claim Certificate, then the Stockholders’ Representative shall be deemed, for and on behalf of the Indemnifying Parties, to agree that the Parent Indemnified Party is entitled to receive all of the Claimed Amount (in which case, if requested by Parent, Parent and the Stockholders’ Representative shall deliver to the Escrow Agent, within three (3) Business Days following delivery of the Objection Certificate, a written notice executed by both such failureparties instructing the Escrow Agent to distribute to Parent, out of the Escrow Fund, an amount equal to the Claimed Amount or the applicable portion thereof as determined by Parent, and, if in whole or in part against the Indemnifying Parties, the Indemnifying Parties shall promptly cause to be paid to Parent an amount equal to the product of (x) such Indemnifying Party’s Pro Rata Portion, multiplied by (y) the Claimed Amount (subject to the applicable limitations contained herein)). (2ii) The Indemnitor shall participate in andNotwithstanding the foregoing, assume the defence of any such action, including for certainty any derivative action, claim, suit, proceeding or investigation all at the Indemnitor's expense provided, however, that counsel retained by the Indemnitor shall be satisfactory to the Indemnitee in extent permitted under Section 7.3(g), any Parent Indemnified Party may make a claim directly against the exercise of his reasonable judgement. Notwithstanding the Indemnitor's assumption of the defense of such action, claim, suit, proceeding or investigation, the Indemnitee shall have the right to employ separate counsel and to participate in, but not control, the defense of such action, claim, suit, proceeding or investigation, and the Indemnitor shall bear the reasonable fees, costs and expenses of such separate counsel as such fees, costs and expenses are incurred (provided that with respect to any single action, claim, suit, proceeding or investigation, the Indemnitor shall not be required to bear the fees, costs and expenses of more than one such counsel in any single jurisdiction) if (a) the use of counsel chosen by the Indemnitor to represent the Indemnitee would present such counsel with a conflict of interest; (b) the defendants, respondents or other parties in any such action, claim, suit, proceeding or investigation include both the Indemnitee on the one hand and the Indemnitor on the other hand, and the Indemnitee has reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them (in which case the Indemnitor shall not have the right to direct the defense of such action, claim, suit, proceeding or investigation on behalf of the Indemnitee); (c) the Indemnitor shall not have employed counsel satisfactory to the Indemnitee in the exercise of the Indemnitee's reasonable judgment to represent him, within a reasonable time after notice of the institution of such action, proceeding or investigation; or (d) the Indemnitor authorizes the Indemnitee to employ separate counsel at the Indemnitor's expense. (3) The Indemnitee shall cooperate with the Indemnitor in the Indemnitor's defense by providing such information and other assistance which the Indemnitor may reasonably request in connection with such defense. (4) The Indemnitor shall not, without the Indemnitee's prior written consent, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit or proceeding Indemnifying Parties in respect of which indemnification may be sought hereunder (whether or not the Indemnitee is a party thereto) unless such settlement, compromise, consent or termination includes a release of the Indemnitee from any liabilities arising out of such action, claim, suit or proceeding. The Indemnitee shall not, without the Indemnitor's prior written consent, admit liability, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit, investigation or proceeding referred to in the preceding paragraph and the Indemnitee shall not disclose the existence of this Agreement unless required by law, subpoena, court order or upon the advice of counselShortfall Amount.

Procedure for Claims. (1) In the event the Indemnitee is named as a party in any action, claim, suit, proceeding or investigation upon which the Indemnitee intends to base a claim for indemnification hereunder, the Indemnitee shall give the Indemnitor prompt written notice of such action, claim, suit, proceeding or investigation (provided, however, that failure of the Indemnitee to provide such notice shall not relieve the Indemnitor of any liability to the Indemnitee the Indemnitor may have under this Agreement except to the extent that the Indemnitor is materially prejudiced by such failure). (2) The Indemnitor shall participate in and, assume the defence of any such action, including for certainty any derivative action, claim, suit, proceeding or investigation all at the Indemnitor's ’s expense provided, however, that counsel retained by the Indemnitor shall be satisfactory to the Indemnitee in the exercise of his reasonable judgement. Notwithstanding the Indemnitor's ’s assumption of the defense of such action, claim, suit, proceeding or investigation, the Indemnitee shall have the right to employ separate counsel and to participate in, but not control, the defense of such action, claim, suit, proceeding or investigation, and the Indemnitor shall bear the reasonable fees, costs and expenses of such separate counsel as such fees, costs and expenses are incurred (provided that with respect to any single action, claim, suit, proceeding or investigation, the Indemnitor shall not be required to bear the fees, costs and expenses of more than one such counsel in any single jurisdiction) if (a) the use of counsel chosen by the Indemnitor to represent the Indemnitee would present such counsel with a conflict of interest; (b) the defendants, respondents or other parties in any such action, claim, suit, proceeding or investigation include both the Indemnitee on the one hand and the Indemnitor on the other hand, and the Indemnitee has reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them (in which case the Indemnitor shall not have the right to direct the defense of such action, claim, suit, proceeding or investigation on behalf of the Indemnitee); (c) the Indemnitor shall not have employed counsel satisfactory to the Indemnitee in the exercise of the Indemnitee's ’s reasonable judgment to represent him, within a reasonable time after notice of the institution of such action, proceeding or investigation; or (d) the Indemnitor authorizes the Indemnitee to employ separate counsel at the Indemnitor's ’s expense. (3) The Indemnitee shall cooperate with the Indemnitor in the Indemnitor's ’s defense by providing such information and other assistance which the Indemnitor may reasonably request in connection with such defense. (4) The Indemnitor shall not, without the Indemnitee's ’s prior written consent, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not the Indemnitee is a party thereto) unless such settlement, compromise, consent or termination includes a release of the Indemnitee from any liabilities arising out of such action, claim, suit or proceeding. The Indemnitee shall not, without the Indemnitor's ’s prior written consent, admit liability, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit, investigation or proceeding referred to in the preceding paragraph and the Indemnitee shall not disclose the existence of this Agreement unless required by law, subpoena, court order or upon the advice of counsel.

Procedure for Claims. (1) In the event the Indemnitee is named as a party in any action, claim, suit, proceeding or investigation upon which the Indemnitee intends An Indemnified Party wishing to base assert a claim for indemnification hereunderunder this Article 6 (other than a third-party claim covered by Section 6.3(b) below) shall deliver to Caliper a certificate (an “Officer’s Certificate”) signed by any officer of Taconic (or another Indemnified Party) (A) stating that Taconic (or such other Indemnified Party) has paid, sustained, incurred or accrued, or reasonably anticipates that it will have to pay, sustain, incur, or accrue Losses (the aggregate amount of such Losses being referred to as the “Claimed Amount”), (B) specifying in reasonable detail the facts pertinent to such claim(s), the Indemnitee shall give individual items of Losses included in the Indemnitor prompt written notice amount so stated and the nature of basis for indemnification to which such item is related, and (C) demanding payment of the Claimed Amount. Within forty five (45) days after delivery of such actionOfficer’s Certificate, claim, suit, proceeding or investigation Caliper shall deliver to the Indemnified Party a written response in which Caliper shall: (provided, however, I) agree that failure the Indemnified Party is entitled to receive all of the Indemnitee to provide such notice shall not relieve the Indemnitor of any liability Claimed Amount with appropriate joint instructions to the Indemnitee Escrow Agent if the Indemnitor may have under this Agreement except Escrow Fund is then available for payment to the extent pay such amount, (II) agree that the Indemnitor Indemnified Party is materially prejudiced by such failure). (2) The Indemnitor shall participate in and, assume the defence of any such action, including for certainty any derivative action, claim, suit, proceeding or investigation all at the Indemnitor's expense provided, however, that counsel retained by the Indemnitor shall be satisfactory entitled to the Indemnitee in the exercise of his reasonable judgement. Notwithstanding the Indemnitor's assumption of the defense of such action, claim, suit, proceeding or investigation, the Indemnitee shall have the right to employ separate counsel and to participate inreceive part, but not controlall, of the defense Claimed Amount (the “Agreed Amount”) (with appropriate joint instructions to the Escrow Agent if the Escrow Fund is then available for payment to pay the Agreed Amount, or (III) contest that the Indemnified Party is entitled to receive any of the Claimed Amount. If Caliper in such actionresponse contests the payment of all or part of the Claimed Amount, claim, suit, proceeding or investigation, then Caliper and the Indemnitor Indemnified Party shall bear use good faith efforts to resolve such dispute in accordance with Section 6.3(c) below. Failure of Caliper to timely respond in writing shall be treated as agreement that the reasonable fees, costs and expenses of such separate counsel as such fees, costs and expenses are incurred (provided that with respect to any single action, claim, suit, proceeding or investigation, the Indemnitor shall not be required to bear the fees, costs and expenses of more than one such counsel in any single jurisdiction) if (a) the use of counsel chosen by the Indemnitor to represent the Indemnitee would present such counsel with a conflict of interest; (b) the defendants, respondents or other parties in any such action, claim, suit, proceeding or investigation include both the Indemnitee on the one hand and the Indemnitor on the other hand, and the Indemnitee has reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them (in which case the Indemnitor shall not have the right to direct the defense of such action, claim, suit, proceeding or investigation on behalf of the Indemnitee); (c) the Indemnitor shall not have employed counsel satisfactory Indemnified Party is entitled to the Indemnitee in Claimed Amount from the exercise of the Indemnitee's reasonable judgment to represent him, within a reasonable time after notice of the institution of such action, proceeding or investigation; or (d) the Indemnitor authorizes the Indemnitee to employ separate counsel at the Indemnitor's expense. (3) The Indemnitee shall cooperate with the Indemnitor in the Indemnitor's defense by providing such information and other assistance which the Indemnitor may reasonably request in connection with such defense. (4) The Indemnitor shall not, without the Indemnitee's prior written consent, settle, compromise, consent to the entry of any judgment in Escrow Fund or otherwise seek to terminate any action, claim, suit or proceeding in respect of which indemnification may be sought hereunder (whether or directly from Caliper if payment from the Escrow Fund is not the Indemnitee is a party thereto) unless such settlement, compromise, consent or termination includes a release of the Indemnitee from any liabilities arising out of such action, claim, suit or proceeding. The Indemnitee shall not, without the Indemnitor's prior written consent, admit liability, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit, investigation or proceeding referred to in the preceding paragraph and the Indemnitee shall not disclose the existence of this Agreement unless required by law, subpoena, court order or upon the advice of counselavailable.

Procedure for Claims. (1a An Indemnified Party that desires to seek indemnification under any part of this Section 10 shall give notice (a "Claim Notice") In as soon as practicable to each party responsible or alleged to be responsible for indemnification hereunder (an "Indemnitor") and if applicable, to the event Escrow Agent, prior to the Indemnitee Expiration Date specified below. Such Claim Notice shall briefly explain the nature of the claim and the parties known to be involved, and shall specify the amount thereof. If the matter to which a claim relates shall not have been resolved as of the date of the Claim Notice, the Indemnified Party shall estimate the amount of the claim in the Claim Notice, but also specify therein that the claim has not yet been liquidated (an "Unliquidated Claim"). If an Indemnified Party gives a Claim Notice for an Unliquidated Claim, the Indemnified Party shall also give a second Claim Notice (the "Liquidated Claim Notice") within 60 days after the matter giving rise to the claim becomes finally resolved, and the Liquidated Claim Notice shall specify the amount of the claim. Each Indemnitor to which a Claim Notice is named as given shall respond to any Indemnified Party that has given a party in any actionClaim Notice (a "Claim Response") within 30 days (the "Response Period") after the later of (i) the date that the Claim Notice is given or (ii) if a Claim Notice is first given with respect to an Unliquidated Claim, claim, suit, proceeding or investigation upon the date on which the Indemnitee intends Liquidated Claim Notice is given. Any Claim Notice or Claim Response shall be given in accordance with the notice requirements hereunder, and any Claim Response shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the Claim Notice. If any Indemnitor fails to base give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice. If any Indemnitor elects not to dispute a claim for indemnification described in a Claim Notice, whether by failing to give a timely Claim Response or otherwise, then the amount of such claim shall be conclusively deemed to be an obligation of such Indemnitor. (b If any Indemnitor shall be obligated to indemnify an Indemnified Party hereunder, such Indemnitor shall pay to such Indemnified Party within 30 days after the Indemnitee shall give the Indemnitor prompt written notice of such action, claim, suit, proceeding or investigation (provided, however, that failure last day of the Indemnitee applicable Response Period the amount to provide which such notice Indemnified Party shall not relieve be entitled. If the Indemnitor Buyer shall be the Indemnified Party, it shall seek payment of any liability to one-half of the Indemnitee related Damages under the Indemnitor may have under this Agreement except Escrow Agreement, but only to the extent that Escrow Funds are then being held by the Escrow Agent and are not subject to other claims for indemnification, and the other one-half of the Damages through recourse under the Pledge Agreement, but only to the extent that shares are then being held under the Pledge Agreement and are not subject to other claims for indemnification. To the extent that either the Escrow Funds or the shares being held under the Pledge Agreement are unavailable or insufficient to cover one-half of the Damages, payment of the Damages shall be made by recourse to any remaining Escrow Funds not subject to other claims for indemnification, then to any remaining shares held under the Pledge Agreement and thereafter the Buyer shall seek indemnification directly from the Selling Entities for the payment of any remaining Damages. If the Selling Entities shall be the Indemnified Party, they shall seek indemnification directly from the Buyer. If there shall be a dispute as to the amount or manner of indemnification under this Section 10, the Indemnitor and the Indemnified Party shall seek to resolve such dispute through negotiations and, if such dispute is materially prejudiced by not resolved within twenty days, the Indemnified Party may pursue whatever legal remedies may be available for recovery of the Damages claimed from any Indemnitor. If any Indemnified Party fails to receive all or part of any indemnification obligation when due, then such failure)Indemnified Party shall also be entitled to receive from the applicable Indemnitor or, if applicable, the Escrow Agent, interest on the unpaid amount for each day during which the obligation remains unpaid at an annual rate equal to 10%. (2c Notwithstanding any other provision of this Section 10, (i) an Indemnified Party shall be entitled to indemnification hereunder only when the aggregate of all Damages to such Indemnified Party exceeds $100,000 (the "Deductible Amount") and then such Indemnified Party shall be entitled to indemnification for its Damages in excess of the Deductible Amount and (ii) no Indemnitor as a group shall be liable under this Section 10 for any amount in excess of $14,000,000, except that any Damages based on a breach of representations and warranties with respect to tax and litigation matters shall not be counted against or subject to such maximum limitation. The Indemnitor shall participate in and, assume the defence limitations of any such action, including for certainty any derivative action, claim, suit, proceeding or investigation all at the Indemnitor's expense providedthis paragraph (c), however, that counsel retained shall not apply to (x) the Selling Entities' representations and warranties in Section 4.6, Section 4.7 and Section 4.12, (y) Damages arising out of common law fraud in connection with the Transactions or (z) any covenants or agreements to be performed by an Indemnitor after the Indemnitor shall be satisfactory to Closing. In addition, the Indemnitee in the exercise of his reasonable judgement. Notwithstanding the Indemnitor's assumption calculation of the defense of such action, claim, suit, proceeding or investigation, Deductible Amount shall include any Damages incurred by an Indemnified Party for which the Indemnitee shall Indemnified Party would have the right been entitled to employ separate counsel and to participate in, but not control, the defense of such action, claim, suit, proceeding or investigation, and the Indemnitor shall bear the reasonable fees, costs and expenses of such separate counsel as such fees, costs and expenses are incurred (provided that claim indemnification under this Section 10 with respect to any single action, claim, suit, proceeding a breach of representation or investigationwarranty but for such representation or warranty being qualified by materiality, the Indemnitor shall not be required to bear the fees, costs and expenses knowledge of more than one such counsel in any single jurisdiction) if (a) the use of counsel chosen by the Indemnitor to represent the Indemnitee would present such counsel with a conflict of interest; (b) the defendants, respondents particular party or other parties in any such action, claim, suit, proceeding or investigation include both the Indemnitee on the one hand and the Indemnitor on the other hand, and the Indemnitee has reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them (in which case the Indemnitor shall not have the right to direct the defense of such action, claim, suit, proceeding or investigation on behalf of the Indemnitee); (c) the Indemnitor shall not have employed counsel satisfactory to the Indemnitee in the exercise of the Indemnitee's reasonable judgment to represent him, within a reasonable time after notice of the institution of such action, proceeding or investigation; or (d) the Indemnitor authorizes the Indemnitee to employ separate counsel at the Indemnitor's expenserelated exceptions. (3) The Indemnitee shall cooperate with the Indemnitor in the Indemnitor's defense by providing such information and other assistance which the Indemnitor may reasonably request in connection with such defense. (4) The Indemnitor shall not, without the Indemnitee's prior written consent, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not the Indemnitee is a party thereto) unless such settlement, compromise, consent or termination includes a release of the Indemnitee from any liabilities arising out of such action, claim, suit or proceeding. The Indemnitee shall not, without the Indemnitor's prior written consent, admit liability, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit, investigation or proceeding referred to in the preceding paragraph and the Indemnitee shall not disclose the existence of this Agreement unless required by law, subpoena, court order or upon the advice of counsel.

Procedure for Claims. (1a) In the event the Indemnitee is named as a party Promptly, but in any actionevent within ten (10) days after obtaining knowledge of any claim or demand which may give rise to, claimor could reasonably give rise to, suit, proceeding or investigation upon which the Indemnitee intends to base a claim for indemnification hereunderhereunder (an “Indemnification Claim”), the Indemnitee Purchaser affected by such claim shall give the Indemnitor prompt written notice to the Company of such action, claim, suit, proceeding or investigation Indemnification Claim (“Notice of Claim”). A Notice of Claim shall be given with respect to all Indemnification Claims; provided, however, that the failure to give a timely Notice of Claim to the Indemnitee to provide such notice Company shall not relieve the Indemnitor of Company from any liability that it may have to the Indemnitee the Indemnitor may have under this Agreement except Purchaser Indemnified Parties hereunder to the extent that the Indemnitor Company is materially not prejudiced by such failure. The Notice of Claim shall set forth the amount (or a reasonable estimate) of the loss, damage or expense suffered, or which may be suffered, by the Purchaser Indemnified Party as a result of such Indemnification Claim and the aggregate amount of all Indemnification Claims to date and a brief description of the facts giving rise to such Indemnification Claim. Each Purchaser shall furnish to the Company such information (in reasonable detail) as such Purchaser may have with respect to such Indemnification Claim (including copies of any summons, complaint or other pleading which may have been served on it and any written claim, demand, invoice, billing or other document evidencing or asserting the same). (2b) The Indemnitor If the claim or demand set forth in the Notice of Claim is a claim or demand asserted by a third party (a “Third Party Claim”), the Company shall participate have fifteen (15) days (or such shorter period (but not less than ten (10) days) if any answer or other response or filing with respect to the pleadings served by the third party is required prior to the fifteenth day) after the date of receipt by the Company of the Notice of Claim (the “Notice Date”) to notify the Purchasers in andwriting of the election by the Company to defend the Third Party Claim on behalf of the Purchaser Indemnified Parties. (c) If the Company elects to defend a Third Party Claim on behalf of the Purchaser Indemnified Parties, assume each Purchaser shall make available to the defence Company and its agents and representatives all records and other materials in such Purchaser’s possession which are reasonably required in the defense of the Third Party Claim and the Company shall pay any expenses payable in connection with the defense of the Third Party Claim as they are incurred (whether incurred by the Purchasers or the Company). (d) If the Company has assumed control of the defense, the Company may contest or settle the Third Party Claim on such actionterms as the Company may choose, including for certainty any derivative action, claim, suit, proceeding or investigation all at the Indemnitor's expense provided, however, that counsel retained the Company will not have the right, without the prior written consent of the Purchaser affected by such claim, to settle any such claim if such settlement (i) arises from or is part of any criminal action, suit or proceeding (ii) contains a stipulation to, confession of judgment with respect to, or admission or acknowledgment of, any liability or wrongdoing on the Indemnitor shall be satisfactory part of any Purchaser Indemnified Party, (iii) relates to any foreign federal, state or local tax matters, (iv) provides for injunctive relief, or other relief other than damages, which is binding on any Purchaser Indemnified Party, (v) does not fully release all Purchaser Indemnified Parties with respect to the Indemnitee in relevant Third Party Claim or (vi) has any res judicata or collateral estoppel effect that could be adverse to any Purchaser Indemnified Party. (e) If the exercise of his reasonable judgement. Notwithstanding the Indemnitor's assumption of the defense of such action, claim, suit, proceeding or investigationCompany elects to defend a Third Party Claim, the Indemnitee Purchaser Indemnified Parties shall have the right to employ separate counsel and to participate in, but not control, in the defense of the Third Party Claim, at the Purchaser Indemnified Parties’ expense (and without the right to indemnification for such actionexpense under this Amendment); provided, claimhowever, suit, proceeding or investigation, and the Indemnitor shall bear that the reasonable fees, costs fees and expenses of such separate counsel as such fees, costs and expenses are incurred (provided that with respect to any single action, claim, suit, proceeding or investigation, retained by the Indemnitor Purchaser Indemnified Parties shall not be required to bear at the fees, costs and expenses expense of more than one such counsel in any single jurisdiction) the Company if (aA) the use of the counsel chosen by the Indemnitor Company to represent the Indemnitee Purchaser Indemnified Parties would present such counsel with a conflict of interest; (bB) the defendants, respondents or other parties in any to such action, claim, suit, proceeding or investigation include both the Indemnitee on the one hand Purchaser Indemnified Parties and the Indemnitor on Company and there may be legal defenses available to Purchaser Indemnified Parties which are different from or additional to those available to the other handCompany; (C) within ten (10) days after being advised by the Company of the identity of counsel to be retained to represent the Purchaser Indemnified Parties, the Purchaser Indemnified Party affected by such claim shall have objected to the retention of such counsel for valid reasons (which shall be stated in a written notice to the Company), and the Indemnitee has reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them (in which case the Indemnitor Company shall not have the right to direct the defense of such action, claim, suit, proceeding or investigation on behalf of the Indemnitee); (c) the Indemnitor shall not have employed retained different counsel reasonably satisfactory to the Indemnitee in the exercise of the Indemnitee's reasonable judgment to represent him, within a reasonable time after notice of the institution of such action, proceeding or investigationPurchaser Indemnified Party; or (div) the Indemnitor authorizes Company shall authorize the Indemnitee Purchaser Indemnified Parties to employ retain separate counsel at the Indemnitor's expenseexpense of the Company. (3f) If the Company elects to defend a Third Party Claim, and does not defend a Third Party Claim in good faith, the Purchaser Indemnified Parties shall have the right, in addition to any other right or remedy it may have hereunder, at the sole and exclusive expense of the Company, to defend such Third Party Claim; provided, however, that such expenses shall be payable by the Company only if and when such Third Party Claim becomes payable. (g) The Indemnitee Purchasers shall cooperate with the Indemnitor Company in the Indemnitor's defense by providing such information and other assistance which the Indemnitor may reasonably request in connection with such defense. (4) The Indemnitor shall not, without the Indemnitee's prior written consent, settle, compromise, consent of Third Party Claims. Subject to the entry foregoing, (i) the Purchaser Indemnified Parties shall not have any obligation to participate in the defense of or to defend any Third Party Claim and (ii) the Purchaser Indemnified Parties’ defense of or participation in the defense of any judgment in or otherwise seek to terminate any action, claim, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not the Indemnitee is a party thereto) unless such settlement, compromise, consent or termination includes a release of the Indemnitee from any liabilities arising out of such action, claim, suit or proceeding. The Indemnitee shall not, without the Indemnitor's prior written consent, admit liability, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit, investigation or proceeding referred to in the preceding paragraph and the Indemnitee Third Party Claim shall not disclose in any way diminish or lessen the existence of right to indemnification as provided in this Agreement unless required by law, subpoena, court order or upon the advice of counselSection 7.

Procedure for Claims. (1a) In the event the Indemnitee is named as a party in Within thirty days after obtaining knowledge of any actionclaim or demand which has given rise to, claim, suit, proceeding or investigation upon which the Indemnitee intends could reasonably give rise to base a claim for indemnification hereunder, the Indemnitee person seeking indemnification shall give the Indemnitor prompt written notice of such action, claim, suit, proceeding or investigation claim (provided, however, that failure “Notice of Claim”) to the party from whom indemnification is sought. The Notice of Claim shall set forth a brief description of the Indemnitee facts giving rise to provide such notice shall not relieve claim and the Indemnitor amount (or a reasonable estimate) of any liability to the Indemnitee loss, damage or expense suffered, or which may be suffered, by the Indemnitor may have under this Agreement except to the extent that the Indemnitor is materially prejudiced by such failure)person seeking indemnification. (2b) The Indemnitor Upon receiving the Notice of Claim, the indemnifying party shall participate resist, settle or otherwise dispose of such claim in and, assume the defence of any such actionmanner as it shall deem appropriate, including for certainty any derivative actionthe employment of counsel, claim, suit, proceeding or investigation all at the Indemnitor's expense provided, however, that counsel retained by the Indemnitor and shall be satisfactory to responsible for the Indemnitee in payment of all expenses, including the exercise of his reasonable judgement. Notwithstanding the Indemnitor's assumption of the defense fees and expenses of such action, claim, suit, proceeding or investigation, the Indemnitee counsel. The indemnified person shall have the right to employ separate counsel in any such action and to participate inin the defense thereof, but not control, the defense of such action, claim, suit, proceeding or investigation, and the Indemnitor shall bear the reasonable fees, costs fees and expenses of such separate counsel as such feesshall be at the indemnified person’s expense unless (i) the employment has been specifically authorized by the indemnifying party in writing, costs (ii) the indemnifying party has failed to assume the defense and expenses are incurred employ counsel or (provided that with respect iii) the named parties to any single action, claim, suit, proceeding or investigation, the Indemnitor shall not be required to bear the fees, costs and expenses of more than one such counsel in action (including any single jurisdictionimpleaded parties) if (a) the use of counsel chosen by the Indemnitor to represent the Indemnitee would present such counsel with a conflict of interest; (b) the defendants, respondents or other parties in any such action, claim, suit, proceeding or investigation include both the Indemnitee on the one hand indemnifying party and indemnified person and the Indemnitor on the other hand, and the Indemnitee indemnified person has reasonably concluded been advised by such counsel that representation of both parties the indemnifying party and indemnified person by the same counsel would be inappropriate under applicable standards of professional conduct due to actual or potential differing interests between them (in which case case, if the Indemnitor shall not have indemnified person notifies the right to direct indemnifying party in writing that the defense of such action, claim, suit, proceeding or investigation on behalf of the Indemnitee); (c) the Indemnitor shall not have employed counsel satisfactory to the Indemnitee in the exercise of the Indemnitee's reasonable judgment to represent him, within a reasonable time after notice of the institution of such action, proceeding or investigation; or (d) the Indemnitor authorizes the Indemnitee indemnified person elects to employ separate counsel at the Indemnitor's expense. (3) The Indemnitee shall cooperate with the Indemnitor in the Indemnitor's defense by providing such information and other assistance which the Indemnitor may reasonably request in connection with such defense. (4) The Indemnitor shall not, without the Indemnitee's prior written consent, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not the Indemnitee is a party thereto) unless such settlement, compromise, consent or termination includes a release expense of the Indemnitee from any liabilities arising out indemnifying party, the indemnifying party shall have neither the right nor the obligation to assume the defense of such action, claim, suit or proceeding. The Indemnitee shall not, without action on behalf of the Indemnitor's prior written consent, admit liability, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit, investigation or proceeding referred to in the preceding paragraph and the Indemnitee shall not disclose the existence of this Agreement unless required by law, subpoena, court order or upon the advice of counselindemnified person).

Procedure for Claims. A claim for indemnity (a "CLAIM") may be asserted under this Section 9.1 only by a Parent Indemnified Party and only if, prior to the expiration of the Survival Period, such Parent Indemnified Party delivers to the Shareholder Agent and the Escrow Agent, promptly after the Parent Indemnified Party becomes aware of any fact, condition or event which may give rise to Damages for which indemnification may be sought under this Section 9.1, a written notice (a "CLAIM NOTICE") describing in reasonable detail the facts and circumstances believed to support a claim for indemnity hereunder and the specific Sections of this Agreement alleged to be violated thereby. All Claims for which a Claim Notice is not delivered prior to expiration of the Survival Period shall be conclusively deemed to have been waived. Except with respect to a Claim Notice delivered after the expiration of the Survival Period, the failure of any Parent Indemnified Party to give timely notice hereunder shall not affect rights to indemnification hereunder unless and only to the extent that the Shareholder Agent demonstrates actual material damage caused by such failure, and then only to the extent thereof. (i) In the case of a Claim arising from the assertion of a claim by a third party (whether pursuant to a lawsuit, other legal action or otherwise, a "THIRD-PARTY CLAIM"), if the Shareholder Agent shall acknowledge in writing to the Parent Indemnified Party that such Parent Indemnified Party is entitled to receive indemnification from the Escrow Fund in connection with such Third-Party Claim, then (A) the Shareholder Agent shall be entitled and, if it so elects, shall be obligated at its own cost, risk and expense, (1) to take control of the defense and investigation of such Third-Party Claim and (2) to pursue the defense thereof in good faith by appropriate actions or proceedings promptly taken or instituted and diligently pursued, including, without limitation, to employ and engage attorneys of its own choice reasonably acceptable to the Indemnified Party to handle and defend the same, and (B) the Shareholder Agent shall be entitled (but not obligated), if it so elects, to compromise or settle such claim, which compromise or settlement shall be made only with the written consent of the Parent Indemnified Party, such consent not to be unreasonably withheld. In the event the Shareholder Agent elects to assume control of the defense and investigation of such lawsuit or other legal action in accordance with this Section 9.1(d), the Parent Indemnified Party may, at its own cost and expense, participate in the investigation, trial and defense of such Third-Party Claim; provided that, if the named persons to a lawsuit or other legal action include both the Shareholder Agent and the Parent Indemnified Party and the Parent Indemnified Party has been advised in writing by counsel that there may be one or more legal defenses available to such Parent Indemnified Party that are different from or additional to those available to the Shareholder Agent, the Parent Indemnified Party shall be entitled, at the Indemnifying Party's cost, risk and expense (subject to the limits on indemnity set forth in Section 9.1(c), above), to retain one firm of separate counsel of its own choosing. (ii) If the Shareholder Agent fails to assume the defense of such Third-Party Claim in accordance with this Section 9.1 within fifteen (15) calendar days after receipt of the Claim Notice, then the Parent Indemnified Party against which such Third-Party Claim has been asserted shall (upon delivering notice to such effect to the Shareholder Agent) have the right to undertake, at the cost, risk and expense of the Shareholders (subject to the limits on indemnification set forth in Section 9.1(c), above), the defense, compromise and settlement of such Third-Party Claim on behalf of and for the account of the Shareholders; provided that such Third-Party Claim shall not be compromised or settled without the written consent of the Shareholder Agent, which consent shall not be unreasonably withheld. (iii) In the event the Indemnitee is named as a party in any action, Shareholder Agent assumes the defense of the claim, suitthe Shareholder Agent shall keep the Parent Indemnified Party reasonably informed of the progress of any such defense, proceeding compromise or investigation upon which settlement, and in the Indemnitee intends event the Parent Indemnified Party assumes the defense of the claim, the Parent Indemnified Party shall keep the Shareholder Agent reasonably informed of the progress of any such defense, compromise or settlement. The Parent Indemnified Party shall be entitled to base a claim indemnity from the Escrow Fund for the amount of any settlement of any Third-Party Claim effected pursuant to and in accordance with this Section 9.1 and for any final judgment (subject to any right of appeal) (subject, in each instance, to the limits on indemnification hereunder, the Indemnitee shall give the Indemnitor prompt written notice of such actionincluding those set forth in Section 9.1(c), claim, suit, proceeding or investigation (provided, however, that failure of the Indemnitee to provide such notice shall not relieve the Indemnitor of any liability to the Indemnitee the Indemnitor may have under this Agreement except to the extent that the Indemnitor is materially prejudiced by such failureabove). (2) The Indemnitor shall participate in and, assume the defence of any such action, including for certainty any derivative action, claim, suit, proceeding or investigation all at the Indemnitor's expense provided, however, that counsel retained by the Indemnitor shall be satisfactory to the Indemnitee in the exercise of his reasonable judgement. Notwithstanding the Indemnitor's assumption of the defense of such action, claim, suit, proceeding or investigation, the Indemnitee shall have the right to employ separate counsel and to participate in, but not control, the defense of such action, claim, suit, proceeding or investigation, and the Indemnitor shall bear the reasonable fees, costs and expenses of such separate counsel as such fees, costs and expenses are incurred (provided that with respect to any single action, claim, suit, proceeding or investigation, the Indemnitor shall not be required to bear the fees, costs and expenses of more than one such counsel in any single jurisdiction) if (a) the use of counsel chosen by the Indemnitor to represent the Indemnitee would present such counsel with a conflict of interest; (b) the defendants, respondents or other parties in any such action, claim, suit, proceeding or investigation include both the Indemnitee on the one hand and the Indemnitor on the other hand, and the Indemnitee has reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them (in which case the Indemnitor shall not have the right to direct the defense of such action, claim, suit, proceeding or investigation on behalf of the Indemnitee); (c) the Indemnitor shall not have employed counsel satisfactory to the Indemnitee in the exercise of the Indemnitee's reasonable judgment to represent him, within a reasonable time after notice of the institution of such action, proceeding or investigation; or (d) the Indemnitor authorizes the Indemnitee to employ separate counsel at the Indemnitor's expense. (3) The Indemnitee shall cooperate with the Indemnitor in the Indemnitor's defense by providing such information and other assistance which the Indemnitor may reasonably request in connection with such defense. (4) The Indemnitor shall not, without the Indemnitee's prior written consent, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not the Indemnitee is a party thereto) unless such settlement, compromise, consent or termination includes a release of the Indemnitee from any liabilities arising out of such action, claim, suit or proceeding. The Indemnitee shall not, without the Indemnitor's prior written consent, admit liability, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit, investigation or proceeding referred to in the preceding paragraph and the Indemnitee shall not disclose the existence of this Agreement unless required by law, subpoena, court order or upon the advice of counsel.

Procedure for Claims. (1a) In If any Buyer Indemnified Party desires to seek indemnification under Section 10.1(a), the event Buyer Indemnified Party shall give notice to the Indemnitee Parent (a "Claim Notice") prior to the applicable Expiration Date specified below, which notice shall describe in reasonable detail the nature of the claim and the amount of the Damages incurred. The Parent shall respond to any Claim Notice (a "Claim Response") within 30 Business Days (the "Response Period") after the date that the Claim Notice is named received. Any Claim Notice or Claim Response shall be given in accordance with the notice requirements hereunder, and any Claim Response shall specify whether or not the claim described in the related Claim Notice is disputed. If the Parent fails to give a Claim Response within the Response Period or does not dispute the claim described in a Claim Notice, then the Buyer Indemnified Party may pursue whatever legal remedies may be available to recover the Damages as a party in any action, claim, suit, proceeding or investigation upon to which the Indemnitee intends Buyer Indemnified Party is seeking indemnification. (b) Notwithstanding any other part of this Section 10, (i) the Buyer Indemnified Parties shall be entitled to base a claim for indemnification hereunderunder Section 10.1 only when the aggregate of all Damages to the Buyer Indemnified Parties from all items as to which it would otherwise be entitled to indemnification under Section 10.1 exceeds $250,000 (the "Deductible Amount"), and then only to the Indemnitee shall give the Indemnitor prompt written notice extent of such action, claim, suit, proceeding or investigation (excess amount; provided, however, that failure of the Indemnitee to provide such notice Parent shall not relieve be liable, in the Indemnitor aggregate, under Section 10.1 for an amount in excess of $1,000,000 (the "Cap Amount") and (iii) the Buyer Indemnified Parties shall not be entitled to seek indemnification under Section 10.1 for any breach, or group of breaches that arise from the same state of facts, of a representation or warranty of which any Buyer Party had knowledge of any liability facts, conditions or circumstances prior to the Indemnitee Closing by which it could be reasonably inferred that such breach or group of breaches had or were reasonably likely to occur. Notwithstanding the Indemnitor may have foregoing, there shall be no Deductible Amount or Cap Amount applicable to Claims for Damages for (A) breaches of Sections 4.1, 4.2, 4.3, 4.14(e), 4.19(a), 5.1, 5.2, 5.3, 6.1 and 6.2 and the first sentence of Section 4.14(d)(ii) and the first sentence of Section 4.14(f), or (B) any Damages arising under this Agreement except to the extent that the Indemnitor is materially prejudiced by such failureclause (ii) of Section 10.1(a). (2) The Indemnitor shall participate in and, assume the defence of any such action, including for certainty any derivative action, claim, suit, proceeding or investigation all at the Indemnitor's expense ; provided, however, that counsel retained by in the Indemnitor case of the foregoing clause (A) none of the Selling Companies shall be satisfactory liable for an amount in excess of the Purchase Price. (c) Except for any injunctive or other equitable relief to which any Party may be entitled or claims for fraud or fraudulent misrepresentation or in order to enforce Sections 2.5, 8.3, 8.7 or 9.1, the indemnification remedies provided in Section 10.1 shall constitute the exclusive remedy of the Parties after the Closing for any claim in connection with this Agreement or any other Transaction Documents, including any claim for any Damages resulting from a breach of any Party of any representation, warranty, covenant or agreement, and no Party, nor any Affiliate thereof or any other Person shall be entitled to make any claim or otherwise recover Damages from any Party except as expressly provided under Section 10.1. (d) Whenever there is an event, condition or a circumstance (a "Possible Breach") the subject matter of which is covered by more than one of the representations and warranties contained in Sections 4, 5 or 6 (the "Applicable Representations") and one or more of such representations (the "Specifically Applicable Representations") more specifically relate to the Indemnitee in the exercise of his reasonable judgement. Notwithstanding the Indemnitor's assumption subject matter of the defense Possible Breach, then if such Possible Breach would not cause a breach of such actionany Specifically Applicable Representations, claim, suit, proceeding or investigation, the Indemnitee an Indemnified Party shall have the right not be able to employ separate counsel and to participate in, but not control, the defense of such action, claim, suit, proceeding or investigation, and the Indemnitor shall bear the reasonable fees, costs and expenses of such separate counsel as such fees, costs and expenses are incurred (provided that claim indemnification with respect to a breach of any single action, claim, suit, proceeding or investigation, the Indemnitor shall not be required to bear the fees, costs and expenses of more than one such counsel in any single jurisdiction) if (a) the use of counsel chosen by the Indemnitor to represent the Indemnitee would present such counsel with a conflict of interest; (b) the defendants, respondents or other parties in any such action, claim, suit, proceeding or investigation include both the Indemnitee on the one hand and the Indemnitor on the other hand, and the Indemnitee has reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them (in which case the Indemnitor shall not have the right to direct the defense of such action, claim, suit, proceeding or investigation on behalf of the Indemnitee); (c) the Indemnitor shall not have employed counsel satisfactory to the Indemnitee in the exercise of the Indemnitee's reasonable judgment to represent him, within a reasonable time after notice of the institution of such action, proceeding or investigation; or (d) the Indemnitor authorizes the Indemnitee to employ separate counsel at the Indemnitor's expensemore general Applicable Representations. (3) The Indemnitee shall cooperate with the Indemnitor in the Indemnitor's defense by providing such information and other assistance which the Indemnitor may reasonably request in connection with such defense. (4) The Indemnitor shall not, without the Indemnitee's prior written consent, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not the Indemnitee is a party thereto) unless such settlement, compromise, consent or termination includes a release of the Indemnitee from any liabilities arising out of such action, claim, suit or proceeding. The Indemnitee shall not, without the Indemnitor's prior written consent, admit liability, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit, investigation or proceeding referred to in the preceding paragraph and the Indemnitee shall not disclose the existence of this Agreement unless required by law, subpoena, court order or upon the advice of counsel.

Procedure for Claims. The following procedures shall be -------------------- applicable with respect to indemnification for claims arising in connection with any provision of this Agreement: (1a) In Each indemnified party (the event "Indemnified Party") agrees that upon its obtaining knowledge of facts indicating that there may be a basis for a claim for indemnity under the Indemnitee is named as a party in provisions of this Agreement, including receipt by it of notice of any actiondemand, assertion, claim, suitaction or proceeding, proceeding judicial or investigation upon which the Indemnitee intends to base a claim for indemnification hereunderotherwise (these actions are collectively, the Indemnitee "Claim"), with respect to any matter as to which it may be entitled to indemnity under the provisions of this Agreement, it will give prompt notice thereof in writing to the other party (the "Indemnifying Party") together with a statement of all information respecting any of the foregoing as it shall give then have. The Indemnifying Party shall not be obligated to indemnify the Indemnitor prompt written Indemnified Party for the increased amount of any Claim which would otherwise have been payable to the extent that the increase in the amount of the Claim resulted from the lack of notice required by this provision. (b) The Indemnifying Party shall in good faith at its sole cost and expense contest and defend by all appropriate legal proceedings, with counsel satisfactory to the Indemnified Party, any Claim with respect to which it is called upon to indemnify the Indemnified Party under the provisions of such action, claim, suit, proceeding or investigation (this Agreement; provided, however, that failure notice of the Indemnitee intention so to provide such notice contest shall not relieve ------------------ be delivered by the Indemnitor of any liability Indemnifying Party to the Indemnitee Indemnified Party within a reasonable time in light of the Indemnitor circumstances then and there existing. Any contest may have under this Agreement except to be conducted in the extent that name and on behalf of the Indemnitor is materially prejudiced Indemnifying Party or the Indemnified Party as may be appropriate. The contest shall be conducted by such failure). (2) The Indemnitor shall participate in and, assume the defence of any such action, including for certainty any derivative action, claim, suit, proceeding or investigation all at the Indemnitor's expense provided, however, that counsel retained attorneys engaged by the Indemnitor shall be satisfactory to Indemnifying Party, but the Indemnitee in the exercise of his reasonable judgement. Notwithstanding the Indemnitor's assumption of the defense of such action, claim, suit, proceeding or investigation, the Indemnitee Indemnified Party shall have the right to employ separate counsel participate in those proceedings and to participate inbe represented by attorneys of its own choosing at its cost and expense; provided, but not controlhowever, that, if the defense of such action, claim, suit, proceeding or investigation, and the Indemnitor shall bear the reasonable fees, costs and expenses of such separate counsel as such fees, costs and expenses are incurred (provided that with respect named parties to any single action, claim, suit, such proceeding or investigation, the Indemnitor shall not be required to bear the fees, costs and expenses of more than one such counsel in (including any single jurisdictionimpleaded parties) if (a) the use of counsel chosen by the Indemnitor to represent the Indemnitee would present such counsel with a conflict of interest; (b) the defendants, respondents or other parties in any such action, claim, suit, proceeding or investigation include both the Indemnitee on the one hand Indemnifying Party and the Indemnitor on Indemnified Party or if the other hand, Indemnifying Party proposes that the same counsel represent both the Indemnified Party and the Indemnitee has reasonably concluded that Indemnifying Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them (them, then the Indemnified Party shall have the fight to retain its own counsel at the cost and expense of the Indemnifying Party. If the Indemnified Party joins in any contest, the Indemnifying Party shall have full authority to determine all action to be taken; provided, however, that the Indemnified Party ------------------ shall have the right to approve any settlement, which case the Indemnitor approval shall not be unreasonably withheld (it being understood that it shall not be unreasonable to withhold consent to any settlement involving injunctive or other equitable relief). (c) The Indemnified Party agrees to afford the Indemnifying Party and its counsel the opportunity to be present at, and to participate in, conferences with all persons, including governmental authorities asserting any Claim against the Indemnified Party or conferences with representatives of or counsel for those persons. So long as the Indemnifying Party is defending in good faith that Claim, the Indemnified Party shall cooperate with and assist the Indemnifying Party to the extent reasonably possible, but the Indemnifying Party shall bear and pay any and all expenses incurred by the Indemnified Party in providing such cooperation and assistance, either directly or upon request of the Indemnified Party. The Indemnified Party shall be kept fully informed of the defense of any Claim at all stages thereof. In the event that the Indemnifying Party fails to timely and in good faith defend against that Claim, the Indemnified Party shall have the right, but not the obligation, to defend the same and may make any compromise or settlement thereof and recover and be indemnified for the entire cost thereof from the Indemnifying Party, including, but not limited to, legal expenses, disbursements and all amounts paid as a result of that Claim or any compromise or settlement thereof. If, in good faith, the Indemnified Party concludes that there are specific defenses available to the Indemnified Party which are different from or in addition to those available to the Indemnifying Party, or that those Claims may have a material adverse effect on the Indemnified Party with respect to the scope of the foregoing indemnities, then the Indemnified Party shall have the right to direct the defense of that Claim and the Indemnifying Party shall bear the expenses thereof. In the event that the Indemnified Party is, directly or indirectly, conducting a defense against any such actionClaim, claim, suit, proceeding or investigation on behalf of the Indemnitee); (c) the Indemnitor shall not have employed counsel satisfactory to the Indemnitee in the exercise of the Indemnitee's reasonable judgment to represent him, within a reasonable time after notice of the institution of such action, proceeding or investigation; or (d) the Indemnitor authorizes the Indemnitee to employ separate counsel at the Indemnitor's expense. (3) The Indemnitee Indemnifying Party shall cooperate with the Indemnitor Indemnified Party in that defense and make available to it all those witnesses, records, materials and information in its possession or under its control relating thereto. (d) The Indemnifying Party shall pay to the Indemnitor's defense by providing such information and other assistance Indemnified Party the amount to which the Indemnitor Indemnified Party may reasonably request become entitled by reason of the provisions of Article VI of this Agreement within fifteen (15) business days after any the amount owed is finally determined either by mutual agreement of the parties to this Agreement or pursuant to the final unappealable judgment of a court of competent jurisdiction and the Indemnifying Party agrees to pay all costs and expenses in connection with such defenseobtaining any bond required to appeal any judgment. (4) The Indemnitor shall not, without the Indemnitee's prior written consent, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not the Indemnitee is a party thereto) unless such settlement, compromise, consent or termination includes a release of the Indemnitee from any liabilities arising out of such action, claim, suit or proceeding. The Indemnitee shall not, without the Indemnitor's prior written consent, admit liability, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit, investigation or proceeding referred to in the preceding paragraph and the Indemnitee shall not disclose the existence of this Agreement unless required by law, subpoena, court order or upon the advice of counsel.

Procedure for Claims. (1) In the event the Indemnitee is named as If a party in any action, claim, suit, proceeding or investigation upon which the Indemnitee intends Blackbaud Indemnified Party wishes to base assert a claim for indemnification hereunderunder this Article VII (other than a third-party claim covered by Section 7.5(b) below and or as expressly set forth in Section 5.8 hereof), Blackbaud shall deliver to the Stockholder Representative (and, if prior to the Release Date, the Indemnitee shall give Escrow Agent) prior to 11:59 p.m. on the Indemnitor prompt written notice Survival Date a certificate (an “Claim Certificate”) signed by any officer of Blackbaud (and if the Blackbaud Indemnified Party is not Blackbaud, such Blackbaud Indemnified Party) (A) stating that such Blackbaud Indemnified Party has paid, sustained, incurred or accrued, or reasonably anticipates in good faith that it will have to pay, sustain, incur or accrue Losses subject to indemnification by the Stockholders under Section 7.2 hereof (after taking into account the provisions of this Article VII, including Section 7.4 hereof) (B) specifying the amount of such actionLosses (the aggregate amount of such Losses being referred to as the “Claimed Amount”), claim(C) specifying in reasonable detail the facts pertinent to such claim(s), suit, proceeding or investigation (provided, however, that failure the individual items of the Indemnitee to provide such notice shall not relieve the Indemnitor of any liability to the Indemnitee the Indemnitor may have under this Agreement except to the extent that the Indemnitor is materially prejudiced by such failure). (2) The Indemnitor shall participate in and, assume the defence of any such action, including for certainty any derivative action, claim, suit, proceeding or investigation all at the Indemnitor's expense provided, however, that counsel retained by the Indemnitor shall be satisfactory to the Indemnitee Losses included in the exercise of his reasonable judgement. Notwithstanding the Indemnitor's assumption of the defense of such action, claim, suit, proceeding or investigationamount so stated, the Indemnitee shall have the right to employ separate counsel and to participate indate each such item was paid, but not controlsustained, the defense of such action, claim, suit, proceeding incurred or investigationproperly accrued, and the Indemnitor shall bear nature of the reasonable feesbasis for indemnification under Section 7.2 to which such item is related, costs and expenses of such separate counsel as such feesincluding, costs and expenses are incurred (provided that with respect to any single action, claim, suit, proceeding or investigationif applicable, the Indemnitor shall not be required representation, warranty, covenant or agreement of the Company or the Stockholders which has been breached, (D) authorizing and granting power of attorney to bear the fees, costs and expenses of more than one such counsel in any single jurisdiction) if (a) the use of counsel chosen by the Indemnitor Blackbaud to represent the Indemnitee would present such counsel with a conflict of interest; (b) the defendants, respondents or other parties in any such action, claim, suit, proceeding or investigation include both the Indemnitee on the one hand and the Indemnitor on the other hand, and the Indemnitee has reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them (in which case the Indemnitor shall not have the right to direct the defense of such action, claim, suit, proceeding or investigation act on behalf of the Indemnitee); (c) the Indemnitor shall not have employed counsel satisfactory to the Indemnitee in the exercise of the Indemnitee's reasonable judgment to represent him, within a reasonable time after notice of the institution of such action, proceeding or investigation; or (d) the Indemnitor authorizes the Indemnitee to employ separate counsel at the Indemnitor's expense. (3) The Indemnitee shall cooperate with the Indemnitor in the Indemnitor's defense by providing such information and other assistance which the Indemnitor may reasonably request Blackbaud Indemnified Party in connection with such defense. indemnification claim if the Blackbaud Indemnified Party is not Blackbaud and (4E) The Indemnitor demanding payment of the Claimed Amount. If a Stockholder Indemnified Party wishes to assert a claim for indemnification under this Article VII (other than a third-party claim covered by Section 7.5(b) below), the Stockholder Representative shall notdeliver to Blackbaud a Claim Certificate signed by the Stockholder’s Representative and the Stockholder Indemnified Party (A) stating that such Stockholder Indemnified Party has paid, without sustained, incurred, or accrued Losses subject to indemnification by Blackbaud under Section 7.3 hereof, (B) specifying the Indemnitee's prior written consentClaimed Amount, settle(C) specifying in reasonable detail the facts pertinent to such claim(s), compromisethe individual items of Losses included in the amount so stated, consent the date each such item was paid, sustained, incurred or properly accrued, and the nature of the basis for indemnification under Section 7.3 to which such item is related, including, if applicable, the representation, warranty, covenant or agreement of the Company or the Stockholders which has been breached, and (D) demanding payment of the Claimed Amount. Within thirty (30) days after delivery of any such Claim Certificate, the recipient of such Claim Certificate, the Stockholder Representative or Blackbaud, as applicable, as the representative of the indemnifying party or parties (the “Indemnifying Party Representative”), shall deliver to the entry of any judgment in Stockholder Representative or otherwise seek to terminate any actionBlackbaud, claimas applicable, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not as the Indemnitee is a party thereto) unless such settlement, compromise, consent or termination includes a release representative of the Indemnitee from any liabilities arising out Indemnified Party (the “Indemnified Party Representative”) a written response in which the Indemnifying Party Representative shall either: (I) agree that the Indemnified Party is entitled to receive all of such actionthe Claimed Amount (and if the Indemnified Party is (x) a Blackbaud Indemnified Party, claim, suit or proceeding. The Indemnitee Blackbaud and the Stockholder Representative shall not, without the Indemnitor's prior promptly provide joint written consent, admit liability, settle, compromise, consent instructions to the entry Escrow Agent to disburse funds from the Escrow Account to the Indemnified Party in an amount equal to the Claimed Amount or (y) a Stockholder Indemnified Party, Blackbaud shall promptly pay the Stockholder Indemnified Party an amount equal to the Claimed Amount), (II) agree that the Indemnified Party is entitled to receive part, but not all, of any judgment in or otherwise seek to terminate any actionthe Claimed Amount (the “Agreed Amount”) (and if the Indemnified Party is (x) a Blackbaud Indemnified Party, claim, suit, investigation or proceeding referred to in the preceding paragraph Blackbaud and the Indemnitee Stockholder Representative shall not disclose promptly provide joint written instructions to the existence Escrow Agent to disburse funds from the Escrow Account to the Indemnified Party in an amount equal to the Agreed Amount or (y) a Stockholder Indemnified Party, Blackbaud shall promptly pay the Stockholder Indemnified Party an amount equal to the Agreed Amount) or (III) contest that the Indemnified Party is entitled to receive any of this Agreement unless required by lawthe Claimed Amount. If the Indemnifying Party Representative in such response contests the payment of all or part of the Claimed Amount, subpoena, court order or upon then the advice of counselIndemnifying Party Representative and the Indemnified Party Representative shall use good faith efforts to resolve such dispute in accordance with Section 7.5(c) below.

Procedure for Claims. (1a) In the event the Indemnitee is named as a party Promptly, but in any actionevent within 10 days after obtaining knowledge of any claim or demand which may give rise to, claimor could reasonably give rise to, suit, proceeding or investigation upon which the Indemnitee intends to base a claim for indemnification hereunderhereunder (an "Indemnification Claim"), the Indemnitee Purchaser, to the extent it desires to be indemnified for any claims for any such claim or demand, shall give the Indemnitor prompt written notice to the Company of such action, claim, suit, proceeding or investigation Indemnification Claim ("Notice of Claim"). A Notice of Claim shall be given with respect to all Indemnification Claims; provided, however, that the failure to give a timely Notice of Claim to the Indemnitee to provide such notice Company shall not relieve the Indemnitor of Company from any liability that it may have to the Indemnitee the Indemnitor may have under this Agreement except Purchaser Indemnified Parties hereunder to the extent that the Indemnitor Company is materially not prejudiced by such failure. The Notice of Claim shall set forth the amount (or a reasonable estimate) of the loss, damage or expense suffered, or which may be suffered, by the Purchaser Indemnified Party as a result of such Indemnification Claim and the aggregate amount of all Indemnification Claims to date and a brief description of the facts giving rise to such Indemnification Claim. The Purchaser shall furnish to the Company such information (in reasonable detail) as the Purchaser may have with respect to such Indemnification Claim (including copies of any summons, complaint or other pleading which may have been served on it and any written claim, demand, invoice, billing or other document evidencing or asserting the same). (2b) The Indemnitor If the claim or demand set forth in the Notice of Claim is a claim or demand asserted by a third party (a "Third Party Claim"), the Company shall participate have fifteen days (or such shorter period (but not less than ten days) if any answer or other response or filing with respect to the pleadings served by the third party is required prior to the fifteenth day) after the date of receipt by the Company of the Notice of Claim (the "Notice Date") to notify the Purchaser in andwriting of the election by the Company to defend the Third Party Claim on behalf of the Purchaser Indemnified Parties. (c) If the Company elects to defend a Third Party Claim on behalf of the Purchaser Indemnified Parties, assume the defence Purchaser shall make available to the Company and its agents and representatives all records and other materials in the Purchaser's possession which are reasonably required in the defense of the Third Party Claim and the Company shall pay any expenses payable in connection with the defense of the Third Party Claim as they are incurred (whether incurred by the Purchaser or the Company). (d) If the Company has assumed control of the defense, the Company may contest or settle the Third Party Claim on such actionterms as the Company may choose, including for certainty any derivative action, claim, suit, proceeding or investigation all at the Indemnitor's expense provided, however, that counsel retained by the Indemnitor shall be satisfactory to the Indemnitee in the exercise of his reasonable judgement. Notwithstanding the Indemnitor's assumption of the defense of such action, claim, suit, proceeding or investigation, the Indemnitee shall have the right to employ separate counsel and to participate in, but not control, the defense of such action, claim, suit, proceeding or investigation, and the Indemnitor shall bear the reasonable fees, costs and expenses of such separate counsel as such fees, costs and expenses are incurred (provided that with respect to any single action, claim, suit, proceeding or investigation, the Indemnitor shall not be required to bear the fees, costs and expenses of more than one such counsel in any single jurisdiction) if (a) the use of counsel chosen by the Indemnitor to represent the Indemnitee would present such counsel with a conflict of interest; (b) the defendants, respondents or other parties in any such action, claim, suit, proceeding or investigation include both the Indemnitee on the one hand and the Indemnitor on the other hand, and the Indemnitee has reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them (in which case the Indemnitor shall Company will not have the right to direct the defense of such action, claim, suit, proceeding or investigation on behalf of the Indemnitee); (c) the Indemnitor shall not have employed counsel satisfactory to the Indemnitee in the exercise of the Indemnitee's reasonable judgment to represent him, within a reasonable time after notice of the institution of such action, proceeding or investigation; or (d) the Indemnitor authorizes the Indemnitee to employ separate counsel at the Indemnitor's expense. (3) The Indemnitee shall cooperate with the Indemnitor in the Indemnitor's defense by providing such information and other assistance which the Indemnitor may reasonably request in connection with such defense. (4) The Indemnitor shall notright, without the Indemnitee's prior written consentconsent of the Purchaser, settle, compromise, consent to the entry settle any such claim if such settlement (i) arises from or is part of any judgment in or otherwise seek to terminate any criminal action, claim, suit or proceeding in (ii) contains a stipulation to, confession of judgment with respect to, or admission or acknowledgment of, any liability or wrongdoing on the part of any Purchaser Indemnified Party, (iii) relates to any foreign federal, state or local tax matters, (iv) provides for injunctive relief, or other relief other than damages, which indemnification may be sought hereunder is binding on any Purchaser Indemnified Party, (whether or v) does not the Indemnitee is a party thereto) unless such settlement, compromise, consent or termination includes a fully release of the Indemnitee from any liabilities arising out of such action, claim, suit or proceeding. The Indemnitee shall not, without the Indemnitor's prior written consent, admit liability, settle, compromise, consent all Purchaser Indemnified Parties with respect to the entry of any judgment in or otherwise seek to terminate any action, claim, suit, investigation or proceeding referred to in the preceding paragraph and the Indemnitee shall not disclose the existence of this Agreement unless required by law, subpoena, court order or upon the advice of counsel.relevant Third Party Claim or

Procedure for Claims. (1a) In the event the Indemnitee is named as a party Promptly, but in any actionevent within 10 days after obtaining knowledge of any claim or demand which may give rise to, claimor could reasonably give rise to, suit, proceeding or investigation upon which the Indemnitee intends to base a claim for indemnification hereunderhereunder (an "Indemnification Claim"), the Indemnitee Purchaser, to the extent it desires to be indemnified for any claims for any such claim or demand, shall give the Indemnitor prompt written notice to the Company of such actionIndemnification Claim ("Notice of Claim"). A Notice of Claim shall be given with respect to all Indemnification Claims; PROVIDED, claim, suit, proceeding or investigation (provided, howeverHOWEVER, that the failure to give a timely Notice of Claim to the Indemnitee to provide such notice Company shall not relieve the Indemnitor of Company from any liability that it may have to the Indemnitee the Indemnitor may have under this Agreement except Purchaser Indemnified Parties hereunder to the extent that the Indemnitor Company is materially not prejudiced by such failure. The Notice of Claim shall set forth the amount (or a reasonable estimate) of the loss, damage or expense suffered, or which may be suffered, by the Purchaser Indemnified Party as a result of such Indemnification Claim and the aggregate amount of all Indemnification Claims to date and a brief description of the facts giving rise to such Indemnification Claim. The Purchaser shall furnish to the Company such information (in reasonable detail) as the Purchaser may have with respect to such Indemnification Claim (including copies of any summons, complaint or other pleading which may have been served on it and any written claim, demand, invoice, billing or other document evidencing or asserting the same). (2b) The Indemnitor If the claim or demand set forth in the Notice of Claim is a claim or demand asserted by a third party (a "Third Party Claim"), the Company shall participate in and, assume have fifteen days (or such shorter period (but not less than ten days) if any answer or other response or filing with respect to the defence of any such action, including for certainty any derivative action, claim, suit, proceeding or investigation all at the Indemnitor's expense provided, however, that counsel retained pleadings served by the Indemnitor shall be satisfactory third party is required prior to the Indemnitee fifteenth day) after the date of receipt by the Company of the Notice of Claim (the "Notice Date") to notify the Purchaser in writing of the election by the Company to defend the Third Party Claim on behalf of the Purchaser Indemnified Parties. (c) If the Company elects to defend a Third Party Claim on behalf of the Purchaser Indemnified Parties, the Purchaser shall make available to the Company and its agents and representatives all records and other materials in the exercise of his reasonable judgement. Notwithstanding the IndemnitorPurchaser's assumption of possession which are reasonably required in the defense of the Third Party Claim and the Company shall pay any expenses payable in connection with the defense of the Third Party Claim as they are incurred (whether incurred by the Purchaser or the Company). (d) If the Company has assumed control of the defense, the Company may contest or settle the Third Party Claim on such terms as the Company may choose, PROVIDED, HOWEVER, that the Company will not have the right, without the prior written consent of the Purchaser, to settle any such claim if such settlement (i) arises from or is part of any criminal action, claimsuit or proceeding (ii) contains a stipulation to, suitconfession of judgment with respect to, proceeding or investigationadmission or acknowledgment of, any liability or wrongdoing on the part of any Purchaser Indemnified Party, (iii) relates to any foreign federal, state or local tax matters, (iv) provides for injunctive relief, or other relief other than damages, which is binding on any Purchaser Indemnified Party, (v) does not fully release all Purchaser Indemnified Parties with respect to the relevant Third Party Claim or (vi) has any res judicata or collateral estoppel effect that could be adverse to any Purchaser Indemnified Party. (e) If the Company elects to defend a Third Party Claim, the Indemnitee Purchaser Indemnified Parties shall have the right to employ separate counsel and to participate in, but not control, in the defense of the Third Party Claim, at the Purchaser Indemnified Parties' expense (and without the right to indemnification for such actionexpense under this Agreement); PROVIDED, claimHOWEVER, suit, proceeding or investigation, and the Indemnitor shall bear that the reasonable fees, costs fees and expenses of such separate counsel as such fees, costs and expenses are incurred (provided that with respect to any single action, claim, suit, proceeding or investigation, retained by the Indemnitor Purchaser Indemnified Parties shall not be required to bear at the fees, costs and expenses expense of more than one such counsel in any single jurisdiction) the Company if (aA) the use of the counsel chosen by the Indemnitor Company to represent the Indemnitee Purchaser Indemnified Parties would present such counsel with a conflict of interest; (bB) the defendants, respondents or other parties in any to such action, claim, suit, proceeding or investigation include both the Indemnitee on the one hand Purchaser Indemnified Parties and the Indemnitor on Company and there may be legal defenses available to Purchaser Indemnified Parties which are different from or additional to those available to the other handCompany; (C) within ten days after being advised by the Company of the identity of counsel to be retained to represent the Purchaser Indemnified Parties, the Purchaser Indemnified Party affected by such claim shall have objected to the retention of such counsel for valid reasons (which shall be stated in a written notice to the Company), and the Indemnitee has reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them (in which case the Indemnitor Company shall not have the right to direct the defense of such action, claim, suit, proceeding or investigation on behalf of the Indemnitee); (c) the Indemnitor shall not have employed retained different counsel reasonably satisfactory to the Indemnitee in the exercise of the Indemnitee's reasonable judgment to represent him, within a reasonable time after notice of the institution of such action, proceeding or investigationPurchaser Indemnified Party; or (div) the Indemnitor authorizes Company shall authorize the Indemnitee Purchaser Indemnified Parties to employ retain separate counsel at the Indemnitor's expenseexpense of the Company. (3f) If the Company elects to defend a Third Party Claim, and does not defend a Third Party Claim in good faith, the Purchaser Indemnified Parties shall have the right, in addition to any other right or remedy it may have hereunder, at the sole and exclusive expense of the Company, to defend such Third Party Claim; PROVIDED, HOWEVER, that such expenses shall be payable by the Company only if and when such Third Party Claim becomes payable. (g) The Indemnitee Purchaser shall cooperate with the Indemnitor Company in the Indemnitor's defense by providing such information and other assistance which the Indemnitor may reasonably request in connection with such defense. (4) The Indemnitor shall not, without the Indemnitee's prior written consent, settle, compromise, consent of Third Party Claims. Subject to the entry foregoing, (i) the Purchaser Indemnified Parties shall not have any obligation to participate in the defense of or to defend any Third Party Claim and (ii) the Purchaser Indemnified Parties' defense of or participation in the defense of any judgment in or otherwise seek to terminate any action, claim, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not the Indemnitee is a party thereto) unless such settlement, compromise, consent or termination includes a release of the Indemnitee from any liabilities arising out of such action, claim, suit or proceeding. The Indemnitee shall not, without the Indemnitor's prior written consent, admit liability, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit, investigation or proceeding referred to in the preceding paragraph and the Indemnitee Third Party Claim shall not disclose in any way diminish or lessen the existence of right to indemnification as provided in this Agreement unless required by law, subpoena, court order or upon the advice of counselSection 7.

Procedure for Claims. (1) In the event the Indemnitee is named as a party in any action, claim, suit, proceeding or investigation upon which the Indemnitee intends An Indemnified Party wishing to base assert a claim for indemnification hereunderunder this Article IV shall deliver to the Indemnifying Party a written notice (a "Claim Notice") which contains (i) a description and the amount (the "Claimed Amount") of any Damages incurred by the Indemnified Party, (ii) a statement that the Indemnified Party is entitled to indemnification under this Article IV and a reasonable explanation of the basis therefor, and (iii) a demand for payment in the amount of such Damages. Within 30 days after delivery of a Claim Notice, the Indemnitee Indemnifying Party shall give deliver to the Indemnitor prompt Indemnified Party a written notice response in which the Indemnifying Party shall: (I) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Claimed Amount, by check or by wire transfer), (II) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the "Agreed Amount") (in which case such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Agreed Amount, by check or by wire transfer), or (III) contest that the Indemnified Party is entitled to receive any of the Claimed Amount. If the Indemnifying Party in such response contests the payment of all or part of the Claimed Amount, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve such dispute. If such dispute is not resolved within 60 days following the delivery by the Indemnifying Party of such action, claim, suit, proceeding or investigation (provided, however, that failure of the Indemnitee to provide such notice shall not relieve the Indemnitor of any liability to the Indemnitee the Indemnitor may have under this Agreement except to the extent that the Indemnitor is materially prejudiced by such failure). (2) The Indemnitor shall participate in and, assume the defence of any such action, including for certainty any derivative action, claim, suit, proceeding or investigation all at the Indemnitor's expense provided, however, that counsel retained by the Indemnitor shall be satisfactory to the Indemnitee in the exercise of his reasonable judgement. Notwithstanding the Indemnitor's assumption of the defense of such action, claim, suit, proceeding or investigationresponse, the Indemnitee Indemnifying Party and the Indemnified Party shall each have the right to employ separate counsel and submit such dispute to participate ina court of competent jurisdiction. CERTAIN CONFIDENTIAL INFORMATION IN THIS DOCUMENT, but not controlMARKED BY BRACKETS, the defense of such actionHAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, claim, suit, proceeding or investigation, and the Indemnitor shall bear the reasonable fees, costs and expenses of such separate counsel as such fees, costs and expenses are incurred (provided that with respect to any single action, claim, suit, proceeding or investigation, the Indemnitor shall not be required to bear the fees, costs and expenses of more than one such counsel in any single jurisdiction) if (a) the use of counsel chosen by the Indemnitor to represent the Indemnitee would present such counsel with a conflict of interest; (b) the defendants, respondents or other parties in any such action, claim, suit, proceeding or investigation include both the Indemnitee on the one hand and the Indemnitor on the other hand, and the Indemnitee has reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them (in which case the Indemnitor shall not have the right to direct the defense of such action, claim, suit, proceeding or investigation on behalf of the Indemnitee); (c) the Indemnitor shall not have employed counsel satisfactory to the Indemnitee in the exercise of the Indemnitee's reasonable judgment to represent him, within a reasonable time after notice of the institution of such action, proceeding or investigation; or (d) the Indemnitor authorizes the Indemnitee to employ separate counsel at the Indemnitor's expenseAS AMENDED. (3) The Indemnitee shall cooperate with the Indemnitor in the Indemnitor's defense by providing such information and other assistance which the Indemnitor may reasonably request in connection with such defense. (4) The Indemnitor shall not, without the Indemnitee's prior written consent, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not the Indemnitee is a party thereto) unless such settlement, compromise, consent or termination includes a release of the Indemnitee from any liabilities arising out of such action, claim, suit or proceeding. The Indemnitee shall not, without the Indemnitor's prior written consent, admit liability, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit, investigation or proceeding referred to in the preceding paragraph and the Indemnitee shall not disclose the existence of this Agreement unless required by law, subpoena, court order or upon the advice of counsel.

Procedure for Claims. All claims for indemnification made under this Agreement resulting from, related to or arising out of a third-party claim against an Indemnified Party (1as defined below) In shall be made in accordance with the event following procedures. A person entitled to indemnification under this Section 10 (an “Indemnified Party”) shall give prompt written notification to the Indemnitee person from whom indemnification is named as a party in sought (the “Indemnifying Party”). Failure to so notify the Indemnifying Party will not relieve the Indemnifying Party of any liability which the Indemnifying Party might have, except to the extent that such failure materially prejudices the Indemnifying Party’s legal rights. The Indemnifying Party will assume control of the defense of such claim. If the Indemnifying Party does not assume control of such defense, the Indemnified Party shall be entitled to control such defense at the Indemnifying Party’s expense. The Party not controlling such defense may participate therein at its own expense. The Party controlling such defense shall keep the other Party advised of the status of such action, claim, suit, proceeding or investigation upon which claim and the Indemnitee intends defense thereof and shall consider recommendations made by the other Party with respect thereto. The Indemnified Party shall not agree to base a claim for indemnification hereunder, the Indemnitee shall give the Indemnitor prompt written notice any settlement of such action, claim, suit, proceeding or investigation (provided, however, that failure claim without the prior written consent of the Indemnitee to provide such notice Indemnifying Party, which consent will not be unreasonably withheld, conditioned or delayed. The Indemnifying Party shall not relieve the Indemnitor agree to any settlement of any liability to the Indemnitee the Indemnitor may have under this Agreement except to the extent that the Indemnitor is materially prejudiced by such failure). (2) The Indemnitor shall participate in and, assume the defence of any such action, including for certainty any derivative action, claim, suit, proceeding or investigation all at the Indemnitor's expense provided, however, claim that counsel retained by the Indemnitor shall be satisfactory to the Indemnitee in the exercise of his reasonable judgement. Notwithstanding the Indemnitor's assumption of the defense of such action, claim, suit, proceeding or investigation, the Indemnitee shall have the right to employ separate counsel and to participate in, but does not control, the defense of such action, claim, suit, proceeding or investigation, and the Indemnitor shall bear the reasonable fees, costs and expenses of such separate counsel as such fees, costs and expenses are incurred (provided that with respect to any single action, claim, suit, proceeding or investigation, the Indemnitor shall not be required to bear the fees, costs and expenses of more than one such counsel in any single jurisdiction) if (a) the use of counsel chosen by the Indemnitor to represent the Indemnitee would present such counsel with include a conflict of interest; (b) the defendants, respondents or other parties in any such action, claim, suit, proceeding or investigation include both the Indemnitee on the one hand and the Indemnitor on the other hand, and the Indemnitee has reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them (in which case the Indemnitor shall not have the right to direct the defense of such action, claim, suit, proceeding or investigation on behalf of the Indemnitee); (c) the Indemnitor shall not have employed counsel satisfactory to the Indemnitee in the exercise of the Indemnitee's reasonable judgment to represent him, within a reasonable time after notice of the institution of such action, proceeding or investigation; or (d) the Indemnitor authorizes the Indemnitee to employ separate counsel at the Indemnitor's expense. (3) The Indemnitee shall cooperate with the Indemnitor in the Indemnitor's defense by providing such information and other assistance which the Indemnitor may reasonably request in connection with such defense. (4) The Indemnitor shall not, without the Indemnitee's prior written consent, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not the Indemnitee is a party thereto) unless such settlement, compromise, consent or termination includes a complete release of the Indemnitee Indemnified Party from all liability with respect thereto or that imposes any liabilities arising out of such action, claim, suit liability or proceeding. The Indemnitee shall not, obligation on the Indemnified Party without the Indemnitor's prior written consentconsent of the Indemnified Party, admit liabilitywhich consent will not be unreasonably withheld, settleconditioned or delayed. Further, compromiseLicensee may not enter into any settlement or compromise that involves or affects any Trademark, consent to the entry of any judgment in Licensed Domain Name or otherwise seek to terminate any action, claim, suit, investigation or proceeding referred to in the preceding paragraph and the Indemnitee shall not disclose the existence of this Agreement unless required by law, subpoena, court order or upon the advice of counselLicensor Content without Licensor’s prior written approval.

Procedure for Claims. (1) In the event the Indemnitee is named as a party in any action, claim, suit, proceeding or investigation upon which the Indemnitee intends An Indemnified Party entitled to base indemnification under this Article VI wishing to assert a claim for indemnification hereunderunder this Article VI (a “Claim”) shall deliver to the Party or Parties from whom indemnification is sought (collectively, the Indemnitee shall give the Indemnitor prompt “Indemnifying Party”) a written notice of such action(a “Claim Notice”) that (i) states in reasonable detail the facts constituting the basis for the Losses claimed, claim, suit, proceeding or investigation (provided, however, that failure of ii) states the Indemnitee to provide such notice shall not relieve amount (the Indemnitor “Claim Amount”) of any liability to Losses claimed by the Indemnitee the Indemnitor may have under this Agreement except Indemnified Party, to the extent then known, (iii) states that the Indemnitor Indemnified Party is materially prejudiced entitled to indemnification under this Article VI and sets forth the Indemnified Party’s explanation of the basis therefor, and (iv) includes a demand for payment in the amount of such Losses. Within 30 days after delivery of a Claim Notice, the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall (A) agree that the Indemnified Party is entitled to receive all of the Claim Amount (in which case such response shall, if Buyer is the Indemnified Party and has requested that the Claim Amount be paid from the Escrowed Funds, be accompanied by instructions from Seller to the Escrow Agent to pay Buyer the Claim Amount from the Escrowed Funds), (B) agree that the Indemnified Party is entitled to receive part, but not all, of the Claim Amount (the “Agreed Amount”) (in which case such failure). (2) The Indemnitor shall participate in andresponse shall, assume if Buyer is the defence of any such actionIndemnified Party, including for certainty any derivative actionbe accompanied by instruction from Seller to the Escrow Agent to pay Buyer the Agreed Amount, claim, suit, proceeding or investigation all at to the Indemnitor's expense provided, however, that counsel retained extent acknowledged by the Indemnitor shall be satisfactory Indemnifying Party, from the Escrowed Funds), or (C) contest that the Indemnified Party is entitled to the Indemnitee in the exercise of his reasonable judgement. Notwithstanding the Indemnitor's assumption receive any of the defense Claim Amount. If the Indemnifying Party in such response contests the payment of all or part of the Claim Amount, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve such dispute. If such dispute is not resolved within 60 days following the delivery by the Indemnifying Party of such action, claim, suit, proceeding or investigationresponse (the “Resolution Period”), the Indemnitee Indemnifying Party and the Indemnified Party shall each have the right to employ separate counsel and submit such dispute to participate in, but not control, the defense a court of such action, claim, suit, proceeding or investigation, and the Indemnitor shall bear the reasonable fees, costs and expenses of such separate counsel as such fees, costs and expenses are incurred (provided that with respect to any single action, claim, suit, proceeding or investigation, the Indemnitor shall not be required to bear the fees, costs and expenses of more than one such counsel in any single competent jurisdiction) if (a) the use of counsel chosen by the Indemnitor to represent the Indemnitee would present such counsel with a conflict of interest; (b) the defendants, respondents or other parties in any such action, claim, suit, proceeding or investigation include both the Indemnitee on the one hand and the Indemnitor on the other hand, and the Indemnitee has reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them (in which case the Indemnitor shall not have the right to direct the defense of such action, claim, suit, proceeding or investigation on behalf of the Indemnitee); (c) the Indemnitor shall not have employed counsel satisfactory to the Indemnitee in the exercise of the Indemnitee's reasonable judgment to represent him, within a reasonable time after notice of the institution of such action, proceeding or investigation; or (d) the Indemnitor authorizes the Indemnitee to employ separate counsel at the Indemnitor's expense. (3) The Indemnitee shall cooperate with the Indemnitor in the Indemnitor's defense by providing such information and other assistance which the Indemnitor may reasonably request in connection with such defense. (4) The Indemnitor shall not, without the Indemnitee's prior written consent, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not the Indemnitee is a party thereto) unless such settlement, compromise, consent or termination includes a release of the Indemnitee from any liabilities arising out of such action, claim, suit or proceeding. The Indemnitee shall not, without the Indemnitor's prior written consent, admit liability, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit, investigation or proceeding referred to in the preceding paragraph and the Indemnitee shall not disclose the existence of this Agreement unless required by law, subpoena, court order or upon the advice of counsel.

Procedure for Claims. (1a) In Any Acquiror Indemnified Person and any Seller Indemnified Person shall each be referred to herein as an “Indemnified Person.” Any Indemnified Person seeking indemnification with respect to any losses, claims, damages, liabilities or expenses shall give notice describing the event the Indemnitee is named as a party in any action, claim, suit, proceeding or investigation upon which the Indemnitee intends to base a claim for indemnification hereunderin reasonable detail to the Person from whom indemnification is sought (each, an “Indemnifying Person”) prior to the Indemnitee shall give the Indemnitor prompt written notice of such action, claim, suit, proceeding or investigation (provided, however, that failure expiration of the Indemnitee to provide such notice shall not relieve the Indemnitor of any liability to the Indemnitee the Indemnitor may have under this Agreement except to the extent that the Indemnitor is materially prejudiced by such failure)time period set forth in Section 6.4. (2b) The Indemnitor If any claim, demand, liability or obligation is asserted by any third party against any Indemnified Person, the Indemnifying Person shall participate in andhave the right, assume unless otherwise precluded by applicable Law, to conduct and control the defence defense, compromise or settlement of any such action, including for certainty any derivative action, claim, suit, proceeding action or investigation all at threatened action brought against the Indemnitor's expense provided, however, that counsel retained Indemnified Person in respect of matters addressed by the Indemnitor shall be satisfactory to the Indemnitee indemnity set forth in the exercise of his reasonable judgementthis Article VI (an “Action”). Notwithstanding the Indemnitor's assumption of the defense of such action, claim, suit, proceeding or investigation, the Indemnitee The Indemnified Person shall have the right to employ counsel separate from counsel employed by the Indemnifying Person in connection with any Action or threatened Action and to participate in, but not control, in the defense of such action, claim, suit, proceeding or investigation, and the Indemnitor shall bear the reasonable fees, costs thereof. The fees and expenses of such separate counsel as such feesemployed by the Indemnified Person shall be at the sole expense of the Indemnified Person unless: (i) the Indemnifying Person shall have elected not, costs and expenses are incurred or, after reasonable written notice of any Action or threatened Action, shall have failed, to assume or participate in the defense thereof; (provided that with respect ii) the employment thereof has been specifically authorized by the Indemnifying Person in writing; or (iii) the parties to any single actionAction or threatened Action (including any impleaded parties) include both the Indemnifying Person and the Indemnified Person and the Indemnifying Person shall have been advised in writing by counsel for the Indemnified Person that there may be one or more defenses available to the Indemnified Person that are not available to the Indemnifying Person or legal conflicts of interest pursuant to applicable rules of professional conduct between the Indemnifying Person and the Indemnified Person. If any of the events referred to in clauses (i), claim, suit, proceeding or investigation(ii) and (iii) above is applicable, the Indemnitor shall not be required to bear the fees, costs fees and expenses of more than one such separate counsel in any single jurisdiction) if (a) the use of counsel chosen employed by the Indemnitor to represent Indemnified Person shall be at the Indemnitee would present such counsel with a conflict of interest; (b) the defendants, respondents or other parties in any such action, claim, suit, proceeding or investigation include both the Indemnitee on the one hand and the Indemnitor on the other hand, and the Indemnitee has reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them (in which case the Indemnitor shall not have the right to direct the defense of such action, claim, suit, proceeding or investigation on behalf expense of the Indemnitee); Indemnifying Person. (c) the Indemnitor shall not have employed counsel satisfactory to the Indemnitee in the exercise of the Indemnitee's reasonable judgment to represent him, within a reasonable time after notice of the institution of such action, proceeding or investigation; or (d) the Indemnitor authorizes the Indemnitee to employ separate counsel at the Indemnitor's expense. (3) The Indemnitee shall cooperate with the Indemnitor in the Indemnitor's defense by providing such information and other assistance which the Indemnitor may reasonably request in connection with such defense. (4) The Indemnitor Indemnifying Person shall not, without the Indemnitee's prior written consentconsent of the Indemnified Person, settle, compromise, settle or compromise any Action or threatened Action or consent to the entry of any judgment in that does not include as an unconditional term thereof the giving by the claimant or otherwise seek the plaintiff to terminate any action, claim, suit or proceeding the Indemnified Person a release from all liability in respect of which indemnification such Action or threatened Action. Unless the Indemnifying Person shall have elected not, or shall have after reasonable written notice of any Action or threatened Action failed, to assume or participate in the defense thereof, the Indemnified Person may be sought hereunder (whether not settle or not compromise such Action or threatened Action without the Indemnitee is a party thereto) unless such settlement, compromise, written consent or termination includes a release of the Indemnitee Indemnifying Person. If, after reasonable written notice of any Action or threatened Action, the Indemnifying Person neglects to defend the Indemnified Person, a recovery against the latter for damages suffered by it in good faith, is conclusive in its favor against the Indemnifying Person; provided that no such conclusive presumption shall be made if the Indemnifying Person has not received reasonable written notice of such Action against the Indemnified Person. (d) Notwithstanding anything contained in this Agreement to the contrary, prior to seeking indemnification from any liabilities arising out of such actionIndemnifying Person pursuant to Section 6.1(a), claimin connection with the representations made under Section 2.17, suit or proceeding. The Indemnitee pursuant to Section 6.1(d), the Indemnified Person shall not, without the Indemnitor's prior written consent, admit liability, settle, compromise, consent tender to the entry City of San Jxxx any judgment in or otherwise seek such claims for which the City of San Jxxx is responsible pursuant to terminate any action, claim, suit, investigation or proceeding referred to in the preceding paragraph and the Indemnitee shall not disclose the existence of this Agreement unless required by law, subpoena, court order or upon the advice of counselFBO Leases.

Procedure for Claims. (1) In the event the Indemnitee is named as a party Notice of Claim. Promptly, but in any actionevent within thirty (30) days after obtaining knowledge of any claim or demand which may give rise to, claimor could reasonably give rise to, suit, proceeding or investigation upon which the Indemnitee intends to base a claim for indemnification hereunderhereunder (referred to herein as an "Indemnification Claim"), the Indemnitee Purchaser shall give the Indemnitor prompt written notice to the Shareholders of such actionIndemnification Claim ("Notice of Claim"). The failure to give a timely Notice of Claim to the Shareholders shall not relieve the Shareholders from any liability that they may have to the Purchaser hereunder to the extent that the Shareholders are not prejudiced by such failure. The Notice of Claim shall set forth a description of the facts giving rise to and the amount (or a reasonable estimate) of the loss, claimdamage or expense suffered, suitor which may be suffered, proceeding or investigation by the Purchaser as a result of such Indemnification Claim and the Shareholders shall pay the amount of the Indemnification Claim to Purchaser with in five (5) days after Shareholders, receive notice of the amount due to purchaser as a result of such Indemnification Claim; provided however, that the Purchaser shall be required to pay the amounts actually received by Shareholders to the person asserting the Indemnification Claim. If the Shareholders elect to defend a Third Party Claim, the Purchaser shall have the right to participate in its defense, at the Purchaser's expense (and without the right to indemnification for such expense under this Agreement); provided, however, that failure the reasonable fees and expenses of the Indemnitee to provide such notice shall not relieve the Indemnitor of any liability to the Indemnitee the Indemnitor may have under this Agreement except to the extent that the Indemnitor is materially prejudiced by such failure). (2) The Indemnitor shall participate in and, assume the defence of any such action, including for certainty any derivative action, claim, suit, proceeding or investigation all at the Indemnitor's expense provided, however, that counsel retained by the Indemnitor Purchaser shall be satisfactory to at the Indemnitee in the exercise of his reasonable judgement. Notwithstanding the Indemnitor's assumption expense of the defense of such action, claim, suit, proceeding or investigation, the Indemnitee shall have the right to employ separate counsel and to participate in, but not control, the defense of such action, claim, suit, proceeding or investigation, and the Indemnitor shall bear the reasonable fees, costs and expenses of such separate counsel as such fees, costs and expenses are incurred (provided that with respect to any single action, claim, suit, proceeding or investigation, the Indemnitor shall not be required to bear the fees, costs and expenses of more than one such counsel in any single jurisdiction) Shareholders if (aA) the use of the counsel chosen by the Indemnitor Shareholders to represent the Indemnitee Purchaser would present such counsel with a conflict of interest; (bB) the defendants, respondents or other parties in any to such action, claim, suit, proceeding or investigation include both the Indemnitee on the one hand Purchaser and the Indemnitor on Shareholders and there may be legal defenses available to the other handPurchaser which are different from or additional to those available to the Shareholders; (C) within ten (10) days after being advised by the Shareholders of the identity of counsel to be retained to represent the Purchaser, the Purchaser shall have objected to the retention of such counsel for valid reasons (which shall be stated in a written notice to the Shareholders), and the Indemnitee has reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them (in which case the Indemnitor Shareholders shall not have the right to direct the defense of such action, claim, suit, proceeding or investigation on behalf of the Indemnitee); (c) the Indemnitor shall not have employed retained different counsel reasonably satisfactory to the Indemnitee in the exercise of the Indemnitee's reasonable judgment to represent him, within a reasonable time after notice of the institution of such action, proceeding or investigationPurchaser; or (div) the Indemnitor authorizes Shareholders shall authorize the Indemnitee Purchaser to employ retain separate counsel at the Indemnitor's expense. (3) The Indemnitee shall cooperate with the Indemnitor in the Indemnitor's defense by providing such information and other assistance which the Indemnitor may reasonably request in connection with such defense. (4) The Indemnitor shall not, without the Indemnitee's prior written consent, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not the Indemnitee is a party thereto) unless such settlement, compromise, consent or termination includes a release expense of the Indemnitee from any liabilities arising out of such action, claim, suit or proceeding. The Indemnitee shall not, without the Indemnitor's prior written consent, admit liability, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit, investigation or proceeding referred to in the preceding paragraph and the Indemnitee shall not disclose the existence of this Agreement unless required by law, subpoena, court order or upon the advice of counselShareholders.

Procedure for Claims. (1a) In Upon the event the Indemnitee is named as a party in Indemnified Parties becoming aware of any action, claim, suit, proceeding or investigation upon which the Indemnitee intends facts giving rise to base a claim for indemnification hereunderunder Xxxxxxx 7.1 above, the Indemnitee Indemnified Parties shall give promptly issue the Indemnitor prompt written notice of such action, claim, suit, proceeding or investigation (provided, however, Indemnity Notice. It is clarified that failure of any delay in giving the Indemnitee to provide such notice Indemnity Notice shall not relieve the Indemnitor Indemnifying Party of its indemnification obligations hereunder. Such Indemnity Notice shall contain, to the extent known to the Indemnified Parties, the facts constituting the basis for such Losses. Within 5 (Five) days of receipt of an Indemnity Notice, the Company and the Promoter and the Existing Shareholders shall indemnify the Investor for such Losses as set out in the Indemnity Notice. (b) In case any third party alleges or asserts a claim, demand, action, proceeding or suit against the Company arising out of any liability matter in respect of which an Indemnified Party is entitled to the Indemnitee the Indemnitor may have be indemnified under this Agreement except to (Third Party Claims), such Indemnified Party(ies) shall as soon as reasonably practicable notify the extent that the Indemnitor is materially prejudiced by such failure)Indemnifying Party in writing. (2c) The Indemnitor Indemnified Party(ies) shall have the right, but not the obligation, to contest, defend and litigate, and to retain legal advisers of its choice, in respect of any such Third Party Claims in relation to any Loss suffered or incurred and the Indemnifying Party shall continue to keep the Indemnified Party(ies) indemnified in respect of any Losses incurred by the Indemnified Party(ies) as a result of such Third Party Claim (including its reasonable costs, penalties, legal fees and expenses, guarantees and payments pursuant to an interim order or otherwise)). The Indemnifying Party shall also have the right to assume and control the defense of the Third Party Claims, and to retain legal advisers of its choice, irrespective of whether the Indemnified Party decides not to participate in andthe defence or abandons any defence, assume provided however that the Indemnifying Party shall continue to keep the Indemnified Party(ies) indemnified in respect of any Losses incurred by the Indemnified Parties as a result of such Third Party Claim. The Company shall provide all documents and cooperation as reasonably required by the Indemnifying Party for the purposes of defense of the Third Party Claim. (d) If the Indemnifying Party so assumes and controls the defence of any such actionThird Party Claim or Proceedings in relation thereto: (i) the Indemnifying Party shall consult in good faith with the Indemnified Party(ies) in the conduct of the Third Party Claim; (ii) the Indemnifying Party shall act in good faith and use reasonable efforts to defend the Third Party Claim in consultation with, and having due regard to the advice of the Indemnified Party(ies) (but the Indemnifying Party is not bound to follow such advice); (iii) the Indemnifying Party shall keep the Indemnified Party(ies) informed of all material developments and events relating to such Third Party Claim; (iv) forthwith intimate the Indemnified Party(ies) in writing of the receipt of any correspondence or Third Party Claim and also simultaneously forward a copy thereof to the Indemnified Party(ies); (v) the Indemnified Party shall cause the Company to reasonably co-operate with the Indemnifying Party(ies) in any legal proceedings that may be necessary or incidental in defending such Third Party Claim. (vi) the Indemnified Party(ies) shall have the right, but not the obligation, to participate in any such defence, access and consult with counsel engaged by the Indemnifying Party in relation to such defence and to retain separate counsel. In the event that the Indemnified Party(ies) exercises its right to participate in any such defense, then the Indemnifying Party shall co-operate with the Indemnified Party(ies) in proceeding with the defence of such claim; (vii) the Indemnifying Party shall not: (x) have the right to make admissions on behalf of the Indemnified Party(ies); (y) take any action in pursuance of such Third Party Claim on behalf of the Indemnified Party(ies); (z) under any circumstance settle, compromise, adjust, dispose, withdraw or admit any liability without the prior written consent of the Indemnified Party(ies); and (viii) if any interim payments (including for certainty costs, expenses, fees, penalties or any derivative actionguarantees or any other payments) are required to be made whether pursuant to an interim order or otherwise, claimthen the Indemnifying Party shall be obligated to promptly make such payment. (ix) If: (i) the Indemnified Party(ies) elects to assume and control the defence of the Third Party Claims (without prejudice to the right of the Indemnifying Party to assume defence); or (ii) the Indemnifying Party abandons or fails to conduct the defence of such Third Party Claim in accordance with the provisions of Clause 7.3(c) above, suitthe Indemnified Party(ies) may proceed with the defence of such Third Party Claim on its own, proceeding or investigation all at the Indemnitor's expense providedof the Indemnifying Party. If the Indemnified Party(ies) proceeds with the defence of any such Third Party Claim on its own, howeverit shall be entitled to defend the Third Party Claim in a manner it deems fit subject to the following: (x) the Indemnifying Party shall provide to the Indemnified Parties and their authorised representatives, reasonable access: (x) to the authorised representatives of the Indemnifying Party; or (y) to any property that counsel retained is a subject matter of a Third Party Claim and is in possession of the Indemnifying Party, to the extent such access is reasonably required for conduct/defence of the Third Party Claim; (xi) the Indemnifying Party shall reasonably co-operate with the Indemnified Party(ies) in any legal proceedings that may be necessary or incidental in defending such Third Party Claim; (xii) the Indemnifying Party shall make available to the Indemnified Party(ies), all documents and information relating to Third Party Claim required by the Indemnitor shall be satisfactory to Indemnified Party(ies) in any legal proceedings and render all assistance as the Indemnitee in Indemnified Party(ies) may reasonably require at the exercise of his reasonable judgement. Notwithstanding Indemnifying Party’s cost and expense; and (xiii) the Indemnitor's assumption of the defense of such action, claim, suit, proceeding or investigation, the Indemnitee Indemnified Party(ies) shall have the right to employ separate counsel and to participate incompromise, but not controladjust, withdraw, settle and/or dispose the defense of such action, claim, suit, proceeding or investigation, and the Indemnitor shall bear the reasonable fees, costs and expenses of such separate counsel as such fees, costs and expenses are incurred (Third Party Claim in good faith provided that with respect to any single actionno compromise, claimadjustment, suit, proceeding settlement or investigation, the Indemnitor admission of guilt shall not be required to bear the fees, costs and expenses of more than one such counsel in any single jurisdiction) if (a) the use of counsel chosen by the Indemnitor to represent the Indemnitee would present such counsel with a conflict of interest; (b) the defendants, respondents made binding on or other parties in any such action, claim, suit, proceeding or investigation include both the Indemnitee on the one hand and the Indemnitor on the other hand, and the Indemnitee has reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them (in which case the Indemnitor shall not have the right to direct the defense of such action, claim, suit, proceeding or investigation on behalf of the Indemnitee); (c) the Indemnitor shall not have employed counsel satisfactory to the Indemnitee in the exercise of the Indemnitee's reasonable judgment to represent him, within a reasonable time after notice of the institution of such action, proceeding Promoter or investigation; or (d) the Indemnitor authorizes the Indemnitee to employ separate counsel at the Indemnitor's expenseExisting Shareholders without their prior written consent. (3e) The Indemnitee shall cooperate with Notwithstanding anything contained elsewhere in this Agreement, the Indemnitor in Company, the Indemnitor's defense by providing such information Promoter and other assistance which the Indemnitor may reasonably request Existing Shareholders hereby jointly and severally indemnify, defend and hold harmless, promptly on demand at any time and from time to time, the Indemnified Parties for any and all Losses caused to the Indemnified Parties, on account of, or as a result of, or in connection with such defense. (4) The Indemnitor shall notwith, without the Indemnitee's prior written consent, settle, compromise, consent to the entry of all or any judgment in or otherwise seek to terminate any action, claim, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not the Indemnitee is a party thereto) unless such settlement, compromise, consent or termination includes a release of the Indemnitee from any liabilities arising out of such action, claim, suit or proceeding. The Indemnitee shall not, without the Indemnitor's prior written consent, admit liability, settle, compromise, consent to the entry of any judgment matters specified in or otherwise seek to terminate any action, claim, suit, investigation or proceeding referred to in the preceding paragraph and the Indemnitee shall not disclose the existence of this Agreement unless required by law, subpoena, court order or upon the advice of counsel.Schedule 9 (Specific Indemnities) hereunder:

Procedure for Claims. (1) In the event the Indemnitee is named as a A party in any action, claim, suit, proceeding or investigation upon which the Indemnitee that intends to base claim indemnification under this ARTICLE 9 (the “Indemnitee”) shall promptly notify the other party (the “Indemnitor”) in writing of the assertion or the commencement of any Action by a claim for indemnification hereunder, the Indemnitee shall give Third Party (a “Third Party Claim”) and will provide the Indemnitor prompt such information with respect thereto that the Indemnitor may reasonably request. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of such action, claim, suit, proceeding or investigation (provided, however, that failure of the Indemnitee any Action with respect to provide such notice a Third Party Claim shall not relieve the Indemnitor of any liability to the Indemnitee the Indemnitor may have its obligations under this Agreement except to ARTICLE 9 unless the extent that the Indemnitor delay or failure is materially prejudiced by prejudicial to its ability to defend such failure). (2) action. The Indemnitor shall participate in andbe entitled to control the defense of any Third Party Claim, assume at its expense, provided that any such Third Party Claim relates to the defence ownership of any Purchased Assets, or their use, Acquiror shall be entitled to control the defense of any such action, including for certainty any derivative action, Third Party claim, suit, proceeding or investigation all at the Indemnitor's expense provided, however, that counsel retained by Seller’s expense. The Indemnitee under this Section 9.1(c) shall cooperate fully with the Indemnitor shall be satisfactory to the Indemnitee and its legal representatives in the exercise investigation of his reasonable judgementany Action with respect to a Third Party Claim covered by this indemnification. Notwithstanding the Indemnitor's assumption of The Indemnitor shall conduct the defense of such actionAction and shall keep the Indemnitee, claim, suit, proceeding or investigation, reasonably informed of the status of such Action. The Indemnitee shall have the right to employ separate counsel and to participate in, but not control, the defense of such action, claim, suit, proceeding or investigation, and cooperate fully with the Indemnitor shall bear and its legal representatives in the reasonable fees, costs and expenses investigation of such separate counsel as such fees, costs and expenses are incurred (provided that any Action with respect to any single action, claim, suit, proceeding or investigation, the Indemnitor shall not be required to bear the fees, costs and expenses of more than one such counsel in any single jurisdiction) if (a) the use of counsel chosen by the Indemnitor to represent the Indemnitee would present such counsel with a conflict of interest; (b) the defendants, respondents or other parties in any such action, claim, suit, proceeding or investigation include both the Indemnitee on the one hand and the Indemnitor on the other hand, and the Indemnitee has reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them (in which case the Indemnitor shall not have the right to direct the defense of such action, claim, suit, proceeding or investigation on behalf of the Indemnitee); (c) the Indemnitor shall not have employed counsel satisfactory to the Indemnitee in the exercise of the Indemnitee's reasonable judgment to represent him, within a reasonable time after notice of the institution of such action, proceeding or investigation; or (d) the Indemnitor authorizes the Indemnitee to employ separate counsel at the Indemnitor's expense. (3) The Indemnitee shall cooperate with the Indemnitor in the Indemnitor's defense by providing such information and other assistance which the Indemnitor may reasonably request in connection with such defense. (4) The Indemnitor shall not, without the Indemnitee's prior written consent, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not the Indemnitee is a party thereto) unless such settlement, compromise, consent or termination includes a release of the Indemnitee from any liabilities arising out of such action, claim, suit or proceedingThird Party Claim. The Indemnitee shall notbe entitled to participate in any such defense at its sole cost and expense, without subject to the obligation of Seller to pay expenses as described in the third sentence above. The Indemnitor shall seek the prior written consent of the Indemnitee (which consent shall not be unreasonably withheld, conditioned or delayed) in connection with the Indemnitor's prior written consent, admit liability, settle, compromise, consent to the entry ’s settlement or compromise of any judgment in or otherwise seek to terminate any action, claim, suit, investigation or proceeding referred to in the preceding paragraph and the Indemnitee shall not disclose the existence of this Agreement unless required by law, subpoena, court order or upon the advice of counsel.such third party Action. [†] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION

Procedure for Claims. 8.1. In the event of any claim for Damages arising from an Inaccuracy of the Seller’s Representations and Warranties (1each of them, individually, a “Claim”), the following provisions, subject to the liability limitations detailed in Clause 7.4 shall apply. 8.2. In the event that the Purchaser does not comply with the timeframes and/or requirements set forth under this Agreement, the Seller shall not be held liable nor responsible for any Claim. 8.3. The Purchaser shall give notice to the Seller in writing of any Claim (a “Claim Notice”) within forty-five (45) Business Days from effectively acknowledging the existence of the facts giving rise to the Claim. The Purchaser shall not be entitled to deliver a Claim Notice once the foregoing timeframe has elapsed. 8.4. If the relevant Claim is not a Third-Party Claim (as defined in Clause 8.5 below): (i) Each Claim Notice shall state, with respect to any particular Claim: (a) the obligations established in this Agreement which have been breached (with reference to the relevant Clauses), (b) a description of the Claim, (c) if possible at such stage, the nature and amount of the Damages duly justified, and (d) copies of any supporting documentation considered reasonable and pertinent by the Purchaser. (ii) The Seller has a time limit of twenty (20) Business Days from receipt of the Claim Notice to respond to the Purchaser, indicating whether it accepts or rejects, totally or partially, the Claim. During this term, the Purchaser shall grant the Seller and its advisors reasonable access to that information which may be deemed necessary to take a decision about the Claim. (iii) If the limitations set forth by the Seller’s liability regime do not apply, and if the Seller accepts the Claim, it shall become final and binding, and the Seller shall pay to the Purchaser the amount of the Damages determined in the Claim Notice, within ten (10) Business Days from the date of the Seller’s response. (iv) If the Seller rejects the Claim or does not provide a response in due time, the Seller and the Purchaser shall negotiate in good faith during ten (10) Business Days in order to reach an agreement regarding (a) whether or not the Claim is justified and appropriate, and (b) if applicable, the amount of the Damages. (v) If the Seller and the Purchaser do not reach an agreement within the specified ten (10) Business Days, either Party shall have the right to submit their dispute to the courts according to Clause 20 below. 8.5. If the Claim is based on Damages that may arise from a claim made against the Purchaser by a third-party (a “Third-Party Claim”): (i) The Claim Notice must be submitted within thirty (30) Business Days from receiving the Third-Party Claim (and in any event, before the expiration of the first half (1/2) of the term specified in the Third-Party Claim, or resulting from applicable Laws and regulations, to respond, appeal or oppose such claim). The Claim Notice shall include a copy of the Third-Party Claim and any other documentation which may be deemed necessary in order to enable the Seller’s defense against such Third-Party Claim. (ii) The Seller shall inform the Purchaser whether the Seller accepts or reject the Third-Party Claim within twenty (20) Business Days as from receipt of the Claim Notice, or, if the Third-Party Claim is subject to a time limit to appeal or oppose such claim, prior to the expiration of half (1/2) of the term available to reply to or answer the Third-Party Claim. (iii) If the limitations set forth by the Seller’s liability regime do not apply, and if the Seller agrees with the Third-Party Claim, the Seller shall pay to the Purchaser the amount of the Third-Party Claim within ten (10) Business Days from the Seller’s response. (iv) In the event that the Indemnitee is named as a party in any actionSeller opposes the Third-Party Claim, claim, suit, proceeding or investigation upon which it shall have the Indemnitee intends right (but not the obligation) to base a claim for indemnification hereunderdefend such Third-Party Claim. If the Seller so elects, the Indemnitee Seller shall give have the Indemnitor prompt written notice exclusive right and control over such defense (including the exclusive right to compromise or settle the Third-Party Claim), and the Purchaser shall carry out whatever actions may be deemed necessary in order to enable the Seller to oppose such Third-Party Claim (including, in particular, but not limited to, the granting of such action, claim, suit, proceeding or investigation (provided, however, that failure powers of attorney in favor of the Indemnitee attorneys and court agents appointed by the Seller). If Seller decides to provide take control over the defense, the defense legal fees, costs and expenses, including those related to guarantees, deposits, bonds, bank endorsements, and advance payments, shall be borne exclusively by the Seller. If Xxxxxx decides not to defend such notice Third-Party Claim, then the Seller shall not relieve carry out whatever actions may be deemed necessary in order to enable the Indemnitor of any liability Purchaser to deal with such Third-Party Claim. (v) In the event that the Seller opposes to the Indemnitee Third-Party Claim but does not exercise its right to defend such Third-Party Claim, the Indemnitor may have under this Agreement except Purchaser shall, in good faith, assume such defense. At first instance, the defense legal fees, costs and expenses, including those related to guarantees, deposits, bonds, bank endorsements, and advance payments, shall be borne exclusively by the Purchaser. If such opposed Third-Party Claim is resolved by (a) a final and binding judicial ruling or arbitration award in favor of a third-party claimant not subject to appeal, or (b) a binding settlement transaction (which shall always be subject to the prior consent of the Seller), whereby the Purchaser must pay a specific amount, the Seller shall pay to the Purchaser such amount (including any associated expenses and costs), to the extent that the Indemnitor limitations set forth by the Seller’s liability regime do not apply (if the Seller has provided its consent, the limitations shall not be taken into account). This payment shall be made within ten (10) Business Days from the Seller becoming aware of the abovementioned judicial ruling, arbitration award or settlement transaction. Furthermore, if the opposed Third-Party Claim is materially prejudiced finally resolved by such failure)(a) a final and binding judicial ruling or arbitration award against a third-party claimant not subject to appeal, or (b) a binding settlement transaction, whereby the Purchaser is released or exempted from any obligation to compensate the third-party claimant, the Seller shall not be liable for any amount to the Purchaser. (2) 8.6. The Indemnitor Purchaser and the Seller shall participate keep each other informed, at all times, of the status of the Third-Party Claims, irrespective of the Party that has assumed the defense. Both Parties agree to cooperate and provide each other with reasonable assistance that may be required or convenient in and, assume the defence of any such action, including for certainty any derivative action, claim, suit, proceeding or investigation all at the Indemnitor's expense provided, however, that counsel retained by the Indemnitor shall be satisfactory to the Indemnitee in the exercise of his reasonable judgement. Notwithstanding the Indemnitor's assumption of connection with the defense of such action, claim, suit, proceeding or investigation, the Indemnitee shall have the right to employ separate counsel and to participate in, but not control, the defense of such action, claim, suit, proceeding or investigation, and the Indemnitor shall bear the reasonable fees, costs and expenses of such separate counsel as such fees, costs and expenses are incurred (provided that with respect to any single action, claim, suit, proceeding or investigation, the Indemnitor shall not be required to bear the fees, costs and expenses of more than one such counsel in any single jurisdiction) if (a) the use of counsel chosen by the Indemnitor to represent the Indemnitee would present such counsel with a conflict of interest; (b) the defendants, respondents or other parties in any such action, claim, suit, proceeding or investigation include both the Indemnitee on the one hand and the Indemnitor on the other hand, and the Indemnitee has reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them (in which case the Indemnitor shall not have the right to direct the defense of such action, claim, suit, proceeding or investigation on behalf of the Indemnitee); (c) the Indemnitor shall not have employed counsel satisfactory to the Indemnitee in the exercise of the Indemnitee's reasonable judgment to represent him, within a reasonable time after notice of the institution of such action, proceeding or investigation; or (d) the Indemnitor authorizes the Indemnitee to employ separate counsel at the Indemnitor's expenseThird-Party Claim. (3) The Indemnitee shall cooperate with the Indemnitor in the Indemnitor's defense by providing such information and other assistance which the Indemnitor may reasonably request in connection with such defense. (4) The Indemnitor shall not, without the Indemnitee's prior written consent, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not the Indemnitee is a party thereto) unless such settlement, compromise, consent or termination includes a release of the Indemnitee from any liabilities arising out of such action, claim, suit or proceeding. The Indemnitee shall not, without the Indemnitor's prior written consent, admit liability, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit, investigation or proceeding referred to in the preceding paragraph and the Indemnitee shall not disclose the existence of this Agreement unless required by law, subpoena, court order or upon the advice of counsel.

Procedure for Claims. (1a) In Any Acquiror Indemnified Person and any Seller Indemnified Person shall each be referred to herein as an "Indemnified Person." Any Indemnified Person seeking indemnification with respect to any losses, claims, damages, liabilities or expenses shall give notice describing the event the Indemnitee is named as a party in any action, claim, suit, proceeding or investigation upon which the Indemnitee intends to base a claim for indemnification hereunderin reasonable detail to the Person from whom indemnification is sought (each, an "Indemnifying Person") prior to the Indemnitee shall give the Indemnitor prompt written notice of such action, claim, suit, proceeding or investigation (provided, however, that failure expiration of the Indemnitee to provide such notice shall not relieve the Indemnitor of any liability to the Indemnitee the Indemnitor may have under this Agreement except to the extent that the Indemnitor is materially prejudiced by such failure)time period set forth in Section 8.4. (2b) The Indemnitor If any claim, demand, liability or obligation is asserted by any third party against any Indemnified Person, the Indemnifying Person shall participate in andhave the right, assume unless otherwise precluded by applicable law, to conduct and control the defence defense, compromise or settlement of any such action, including for certainty any derivative action, claim, suit, proceeding action or investigation all at threatened action brought against the Indemnitor's expense provided, however, that counsel retained Indemnified Person in respect of matters addressed by the Indemnitor shall be satisfactory to the Indemnitee indemnity set forth in the exercise of his reasonable judgementthis Article VIII (an "Action"). Notwithstanding the Indemnitor's assumption of the defense of such action, claim, suit, proceeding or investigation, the Indemnitee The Indemnified Person shall have the right to employ counsel separate from counsel employed by the Indemnifying Person in connection with any Action or threatened Action and to participate in, but not control, in the defense of such action, claim, suit, proceeding or investigation, and the Indemnitor shall bear the reasonable fees, costs thereof. The fees and expenses of such separate counsel as such feesemployed by the Indemnified Person shall be at the sole expense of the Indemnified Person unless: (i) the Indemnifying Person shall have elected not, costs and expenses are incurred or, after reasonable written notice of any Action or threatened Action, shall have failed, to assume or participate in the defense thereof; (provided that with respect ii) the employment thereof has been specifically authorized by the Indemnifying Person in writing; or (iii) the parties to any single actionAction or threatened Action (including any impleaded parties) include both the Indemnifying Person and the Indemnified Person and the Indemnifying Person shall have been advised in writing by counsel for the Indemnified Person that there may be one or more defenses available to the Indemnified Person that are not available to the Indemnifying Person or legal conflicts of interest pursuant to applicable rules of professional conduct between the Indemnifying Person and the Indemnified Person. If any of the events referred to in clauses (i), claim, suit, proceeding or investigation(ii) and (iii) above is applicable, the Indemnitor shall not be required to bear the fees, costs fees and expenses of more than one such separate counsel in any single jurisdiction) if (a) the use of counsel chosen employed by the Indemnitor to represent Indemnified Person shall be at the Indemnitee would present such counsel with a conflict of interest; (b) the defendants, respondents or other parties in any such action, claim, suit, proceeding or investigation include both the Indemnitee on the one hand and the Indemnitor on the other hand, and the Indemnitee has reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them (in which case the Indemnitor shall not have the right to direct the defense of such action, claim, suit, proceeding or investigation on behalf expense of the Indemnitee); Indemnifying Person. (c) the Indemnitor shall not have employed counsel satisfactory to the Indemnitee in the exercise of the Indemnitee's reasonable judgment to represent him, within a reasonable time after notice of the institution of such action, proceeding or investigation; or (d) the Indemnitor authorizes the Indemnitee to employ separate counsel at the Indemnitor's expense. (3) The Indemnitee shall cooperate with the Indemnitor in the Indemnitor's defense by providing such information and other assistance which the Indemnitor may reasonably request in connection with such defense. (4) The Indemnitor Indemnifying Person shall not, without the Indemnitee's prior written consentconsent of the Indemnified Person, settle, compromise, settle or compromise any Action or threatened Action or consent to the entry of any judgment in which does not include as an unconditional term thereof the giving by the claimant or otherwise seek the plaintiff to terminate any action, claim, suit or proceeding the Indemnified Person a release from all liability in respect of which indemnification such Action or threatened Action. Unless the Indemnifying Person shall have elected not, or shall have after reasonable written notice of any Action or threatened Action failed, to assume or participate in the defense thereof, the Indemnified Person may be sought hereunder (whether not settle or not compromise such Action or threatened Action without the Indemnitee is a party thereto) unless such settlement, compromise, written consent or termination includes a release of the Indemnitee from Indemnifying Person. If, after reasonable written notice of any liabilities arising out Action or threatened Action, the Indemnifying Person neglects to defend the Indemnified Person, a recovery against the latter for damages suffered by it in good faith, is conclusive in its favor against the Indemnifying Person; provided that no such conclusive presumption shall be made if the Indemnifying Person has not received reasonable written notice of such action, claim, suit or proceeding. The Indemnitee shall not, without Action against the Indemnitor's prior written consent, admit liability, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit, investigation or proceeding referred to in the preceding paragraph and the Indemnitee shall not disclose the existence of this Agreement unless required by law, subpoena, court order or upon the advice of counselIndemnified Person.

Procedure for Claims. A Person entitled to indemnification under this Article 10 (1an “Indemnified Party”) In the event the Indemnitee is named as a party in any action, claim, suit, proceeding or investigation upon which the Indemnitee intends wishing to base assert a claim for indemnification hereunder, under this Article 10 must deliver to the Indemnitee shall give person from whom indemnification is sought (the Indemnitor prompt “Indemnifying Party”) a written notice of such action, claim, suit, proceeding or investigation (provided, however, a “Claim Notice”) that failure of states (i) in reasonable detail the Indemnitee to provide such notice shall not relieve facts constituting the Indemnitor basis for the Damages claimed and (ii) the amount (the “Claim Amount”) of any liability to Damages claimed by the Indemnitee the Indemnitor may have under this Agreement except Indemnified Party, to the extent then known. Within 30 days after delivery of a Claim Notice, the Indemnifying Party must deliver to the Indemnified Party a written response in which the Indemnifying Party must (A) agree that the Indemnitor Indemnified Party is materially prejudiced entitled to receive all of the Claim Amount (in which case such response will, if Buyer is the Indemnified Party, be accompanied by instructions from the Indemnifying Party to the Escrow Agent to pay Buyer the Claim Amount from the funds held pursuant to the Escrow Agreement), (B) agree that the Indemnified Party is entitled to receive part, but not all, of the Claim Amount (the “Agreed Amount”) (in which case such failureresponse will, if Buyer is the Indemnified Party, be accompanied by instruction from the Indemnifying Party to the Escrow Agent to pay Buyer the Agreed Amount from the funds held pursuant to the Escrow Agreement). , or (2C) The Indemnitor shall participate contest that the Indemnified Party is entitled to receive any of the Claim Amount. If the Indemnifying Party in andsuch response contests the payment of all or part of the Claim Amount, assume the defence of any Indemnifying Party and the Indemnified Party will use good faith efforts to resolve such action, including for certainty any derivative action, claim, suit, proceeding or investigation all at dispute. If such dispute is not resolved within 60 days following the Indemnitor's expense provided, however, that counsel retained delivery by the Indemnitor shall be satisfactory to the Indemnitee in the exercise of his reasonable judgement. Notwithstanding the Indemnitor's assumption of the defense Indemnifying Party of such action, claim, suit, proceeding or investigationresponse, the Indemnitee shall Indemnifying Party and the Indemnified Party will each have the right to employ separate counsel and submit such dispute to participate in, but not control, the defense a court of such action, claim, suit, proceeding or investigation, and the Indemnitor shall bear the reasonable fees, costs and expenses of such separate counsel as such fees, costs and expenses are incurred (provided that with respect to any single action, claim, suit, proceeding or investigation, the Indemnitor shall not be required to bear the fees, costs and expenses of more than one such counsel competent jurisdiction in any single jurisdiction) if (a) the use of counsel chosen by the Indemnitor to represent the Indemnitee would present such counsel with a conflict of interest; (b) the defendants, respondents or other parties in any such action, claim, suit, proceeding or investigation include both the Indemnitee on the one hand and the Indemnitor on the other hand, and the Indemnitee has reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them (in which case the Indemnitor shall not have the right to direct the defense of such action, claim, suit, proceeding or investigation on behalf of the Indemnitee); (c) the Indemnitor shall not have employed counsel satisfactory to the Indemnitee in the exercise of the Indemnitee's reasonable judgment to represent him, within a reasonable time after notice of the institution of such action, proceeding or investigation; or (d) the Indemnitor authorizes the Indemnitee to employ separate counsel at the Indemnitor's expense. (3) The Indemnitee shall cooperate accordance with the Indemnitor in the Indemnitor's defense by providing such information and other assistance which the Indemnitor may reasonably request in connection with such defenseprovisions of Section 11.6. (4) The Indemnitor shall not, without the Indemnitee's prior written consent, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not the Indemnitee is a party thereto) unless such settlement, compromise, consent or termination includes a release of the Indemnitee from any liabilities arising out of such action, claim, suit or proceeding. The Indemnitee shall not, without the Indemnitor's prior written consent, admit liability, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit, investigation or proceeding referred to in the preceding paragraph and the Indemnitee shall not disclose the existence of this Agreement unless required by law, subpoena, court order or upon the advice of counsel.

Procedure for Claims. (1) In the event the Indemnitee is named as a party in any action, claim, suit, proceeding or investigation upon which the Indemnitee intends to base a claim for indemnification hereunder, the Indemnitee shall give the Indemnitor prompt written notice of such action, claim, suit, proceeding or investigation (provided, however, that failure of the Indemnitee to provide such notice shall not relieve the Indemnitor of any liability to the Indemnitee the Indemnitor may have under this Agreement except to the extent that the Indemnitor is materially prejudiced by such failure). (2) The Indemnitor shall participate in and, assume the defence of any such action, including for certainty any derivative action, claim, suit, proceeding or investigation all at the Indemnitor's expense provided, however, that counsel retained by the Indemnitor shall be satisfactory to the Indemnitee in the exercise of his her reasonable judgement. Notwithstanding the Indemnitor's assumption of the defense of such action, claim, suit, proceeding or investigation, the Indemnitee shall have the right to employ separate counsel and to participate in, but not control, the defense of such action, claim, suit, proceeding or investigation, and the Indemnitor shall bear the reasonable fees, costs and expenses of such separate counsel as such fees, costs and expenses are incurred (provided that with respect to any single action, claim, suit, proceeding or investigation, the Indemnitor shall not be required to bear the fees, costs and expenses of more than one such counsel in any single jurisdiction) if (a) the use of counsel chosen by the Indemnitor to represent the Indemnitee would present such counsel with a conflict of interest; (b) the defendants, respondents or other parties in any such action, claim, suit, proceeding or investigation include both the Indemnitee on the one hand and the Indemnitor on the other hand, and the Indemnitee has reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them (in which case the Indemnitor shall not have the right to direct the defense of such action, claim, suit, proceeding or investigation on behalf of the Indemnitee); (c) the Indemnitor shall not have employed counsel satisfactory to the Indemnitee in the exercise of the Indemnitee's reasonable judgment to represent him, within a reasonable time after notice of the institution of such action, proceeding or investigation; or (d) the Indemnitor authorizes the Indemnitee to employ separate counsel at the Indemnitor's expense. (3) The Indemnitee shall cooperate with the Indemnitor in the Indemnitor's defense by providing such information and other assistance which the Indemnitor may reasonably request in connection with such defense. (4) The Indemnitor shall not, without the Indemnitee's prior written consent, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not the Indemnitee is a party thereto) unless such settlement, compromise, consent or termination includes a release of the Indemnitee from any liabilities arising out of such action, claim, suit or proceeding. The Indemnitee shall not, without the Indemnitor's prior written consent, admit liability, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit, investigation or proceeding referred to in the preceding paragraph and the Indemnitee shall not disclose the existence of this Agreement unless required by law, subpoena, court order or upon the advice of counsel.

Procedure for Claims. (1a) In the event the Indemnitee is named as a party in any actionSubject to Section 12.5(b) below, claim, suit, proceeding or investigation upon which the Indemnitee intends to base a claim for an Indemnified Party may seek indemnification hereunder, the Indemnitee shall give the Indemnitor prompt written notice of such action, claim, suit, proceeding or investigation (provided, however, that failure of the Indemnitee to provide such notice shall not relieve the Indemnitor of any liability to the Indemnitee the Indemnitor may have under this Agreement except to the extent that the Indemnitor is materially prejudiced by such failure). (2) The Indemnitor shall participate in and, assume the defence of any such action, including for certainty any derivative action, claim, suit, proceeding or investigation all at the Indemnitor's expense provided, however, that counsel retained by the Indemnitor shall be satisfactory to the Indemnitee in the exercise of his reasonable judgement. Notwithstanding the Indemnitor's assumption of the defense of such action, claim, suit, proceeding or investigation, the Indemnitee shall have the right to employ separate counsel and to participate in, but not control, the defense of such action, claim, suit, proceeding or investigation, and the Indemnitor shall bear the reasonable fees, costs and expenses of such separate counsel as such fees, costs and expenses are incurred (provided that Section 12 with respect to any single actionmatter for which such Indemnified Party may be entitled to indemnification pursuant to this Section 12 (an “Indemnity Matter”) by sending written notice (a “Claim Notice”) of any such claim for indemnification to the Seller Representative or the Buyer, claimas applicable: (i) stating that such Indemnified Party has paid or properly accrued or reasonably anticipates that it will have to pay or accrue Losses with respect to an Indemnity Matter (as defined below), suit(ii) stating the amount of such Losses or anticipated Losses, proceeding or investigation(iii) specifying in reasonable detail and the basis for such anticipated Liabilities, the Indemnitor shall not be required to bear the fees, costs and expenses of more than one such counsel in any single jurisdiction) if (aiv) the use nature of counsel chosen by the Indemnitor to represent the Indemnitee would present such counsel with a conflict misrepresentation, breach of interest; warranty or covenant or other basis for indemnification hereunder. (b) Notwithstanding anything to the defendantscontrary set forth herein, respondents or other parties in any such action, claim, suit, proceeding or investigation include both the Indemnitee Seller Representative shall act on behalf of and as agent for the one hand Seller Indemnifying Parties and the Indemnitor Seller Indemnified Parties with respect to all matters and procedures under this Section 12. In furtherance of the foregoing, (A) any Claim Notice under which a Seller Indemnified Party seeks indemnification hereunder shall be submitted to Buyer solely by the Seller Representative on behalf of such Seller Indemnified Party, (B) any Dispute Notice (as defined below) on behalf of any Seller Indemnifying Party shall be submitted to Buyer solely by the other handSellers Representative on behalf of such Seller Indemnifying Party, (C) all discussions, disputes, negotiations, settlements and agreements between the Parties relating to any Claim Notice or Indemnity Matter shall be conducted and controlled (with respect to the Seller Indemnifying Parties and the Indemnitee has reasonably concluded that representation of both parties Seller Indemnified Parties) by the same counsel would be inappropriate due to actual or potential differing interests between them (in which case the Indemnitor shall not have the right to direct the defense of such action, claim, suit, proceeding or investigation Seller Representative on behalf of the Indemnitee); Seller Indemnifying Parties and the Seller Indemnified Parties, and the Buyer shall have no obligation to transact with any Seller Indemnified Party or Seller Indemnifying Party with respect to any such matter, other than the Seller Representative acting in its capacity as such, and (cD) the Indemnitor shall not have employed counsel satisfactory to the Indemnitee in the exercise of the Indemnitee's reasonable judgment to represent him, within a reasonable time after notice of the institution of such action, proceeding any purported Claim Notice or investigation; Dispute Notice submitted by or (d) the Indemnitor authorizes the Indemnitee to employ separate counsel at the Indemnitor's expense. (3) The Indemnitee shall cooperate with the Indemnitor in the Indemnitor's defense by providing such information and other assistance which the Indemnitor may reasonably request in connection with such defense. (4) The Indemnitor shall not, without the Indemnitee's prior written consent, settle, compromise, consent to the entry on behalf of any judgment in Seller Indemnified Party or otherwise seek to terminate any action, claim, suit Seller Indemnifying Party by a person or proceeding in respect of which indemnification may entity other than the Seller Representative shall be sought hereunder (whether or not the Indemnitee is a party thereto) unless such settlement, compromise, consent or termination includes a release of the Indemnitee from any liabilities arising out of such action, claim, suit or proceeding. The Indemnitee shall not, without the Indemnitor's prior written consent, admit liability, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit, investigation or proceeding referred to in the preceding paragraph invalid and the Indemnitee shall not disclose the existence of have no effect under this Agreement unless required by law, subpoena, court order or upon the advice of counselAgreement.

Procedure for Claims. (1) In the event the Indemnitee is named as a party in any action, claim, suit, proceeding or investigation upon which the Indemnitee intends An Indemnified Party wishing to base assert a claim for indemnification hereunderunder this Article VIII (other than a Third Party Claim) shall deliver to the Holder Representative a certificate (an “Officer’s Certificate”) signed by any officer of Parent (or another Indemnified Party) (i) stating that Parent (or such other Indemnified Party) has paid, sustained, incurred, or accrued or reasonably anticipates that it will pay, sustain incur or accrue Losses (the aggregate amount of such Losses being referred to as the “Claimed Amount”), (ii) specifying the facts and circumstances pertinent to such claim(s), the Indemnitee shall give individual items of Losses included in the Indemnitor prompt written notice amount so stated and the nature of basis for indemnification to which such item is related, and (iii) demanding payment of the Claimed Amount. Within fifteen (15) days after delivery of such actionOfficer’s Certificate, claim, suit, proceeding or investigation the Holder Representative shall deliver to the Indemnified Party a written response in which the Holder Representative shall: (provided, however, A) agree that failure the Indemnified Party is entitled to receive all of the Indemnitee to provide such notice shall not relieve the Indemnitor of any liability to the Indemnitee the Indemnitor may have under this Agreement except to the extent that the Indemnitor is materially prejudiced by such failure). (2) The Indemnitor shall participate in and, assume the defence of any such action, including for certainty any derivative action, claim, suit, proceeding or investigation all at the Indemnitor's expense provided, however, that counsel retained by the Indemnitor shall be satisfactory to the Indemnitee in the exercise of his reasonable judgement. Notwithstanding the Indemnitor's assumption of the defense of such action, claim, suit, proceeding or investigation, the Indemnitee shall have the right to employ separate counsel and to participate in, but not control, the defense of such action, claim, suit, proceeding or investigation, and the Indemnitor shall bear the reasonable fees, costs and expenses of such separate counsel as such fees, costs and expenses are incurred (provided that with respect to any single action, claim, suit, proceeding or investigation, the Indemnitor shall not be required to bear the fees, costs and expenses of more than one such counsel in any single jurisdiction) if (a) the use of counsel chosen by the Indemnitor to represent the Indemnitee would present such counsel with a conflict of interest; (b) the defendants, respondents or other parties in any such action, claim, suit, proceeding or investigation include both the Indemnitee on the one hand and the Indemnitor on the other hand, and the Indemnitee has reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them Claimed Amount (in which case the Indemnitor Holder Representative and the Indemnified Party shall execute a written certificate executed by both such parties setting forth their agreement that a number of Earn-Out Shares with a value equal to the Claimed Amount shall be subject to the Right of Set-Off), (B) agree that the Indemnified Party is entitled to receive part, but not have the right to direct the defense of such actionall, claim, suit, proceeding or investigation on behalf of the Indemnitee); Claimed Amount (cthe “Agreed Amount”) (in which case the Indemnitor Holder Representative and the Indemnified Party shall not have employed counsel satisfactory execute a written certificate executed by both such parties setting forth their agreement that a number of Earn-Out Shares with a value equal to the Indemnitee in Agreed Amount shall be subject to the exercise Right of Set-Off) or (C) contest that the Indemnified Party is entitled to receive any of the Indemnitee's reasonable judgment to represent him, within a reasonable time after notice Claimed Amount. If the Holder Representative in such response contests the payment of all or part of the institution of such actionClaimed Amount, proceeding or investigation; or (d) then the Indemnitor authorizes the Indemnitee to employ separate counsel at the Indemnitor's expense. (3) The Indemnitee shall cooperate with the Indemnitor in the Indemnitor's defense by providing such information and other assistance which the Indemnitor may reasonably request in connection with such defense. (4) The Indemnitor shall not, without the Indemnitee's prior written consent, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not the Indemnitee is a party thereto) unless such settlement, compromise, consent or termination includes a release of the Indemnitee from any liabilities arising out of such action, claim, suit or proceeding. The Indemnitee shall not, without the Indemnitor's prior written consent, admit liability, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit, investigation or proceeding referred to in the preceding paragraph Holder Representative and the Indemnitee Indemnified Party shall not disclose the existence of this Agreement unless required by law, subpoena, court order or upon the advice of counseluse good faith efforts to resolve such dispute in accordance with Section 8.4(b) hereof.

Procedure for Claims. (1a) In A Party seeking indemnification pursuant to Sections 6.1 or 6.2 (the event “Indemnified Party”) shall promptly provide written notification to the Indemnitee Party from whom indemnification is named sought (the “Indemnifying Party”) of the assertion by a Third Party of any Claims or Losses for which indemnification may be sought (failure by the Indemnified Party to give such notification shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent the Indemnifying Party is actually prejudiced as a party result of such failure to give such notification); (b) Within thirty (30) days of written notification provided in 6.3a, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of any Claims and Losses and propose counsel, and will consult with the Indemnified Party with respect to a possible conflict of interest of counsel proposed by the Indemnifying Party. The proposed counsel shall be deemed accepted by the Indemnifying Party unless the Indemnified Party upon reasonable grounds object to proposed counsel within fifteen (15) days of notification. If the Indemnifying Party does not assume control of such defense, the Indemnified Party shall control such defense at the expense of the Indemnifying Party; (c) The Party controlling defense shall keep the other Party advised of the status of such action, claim, suit, proceeding or investigation upon which claim and the Indemnitee intends defense thereof and shall consider in good faith recommendations made by the other Party with respect thereto. Such other Party shall cooperate as may be reasonably requested by the Party controlling such defense in connection with or in furtherance of such defense. The Party not controlling defense may participate therein at its own expense; (d) The Indemnifying Party shall not agree to base a claim for indemnification hereunder, the Indemnitee shall give the Indemnitor prompt written notice any settlement of such action, claim, suit, proceeding or investigation (provided, however, that failure claim without the prior written consent of the Indemnitee to provide such notice Indemnified Party, which shall not relieve the Indemnitor be unreasonably withheld or delayed. The Indemnifying Party shall not agree to any settlement of any liability to the Indemnitee the Indemnitor may have under this Agreement except to the extent that the Indemnitor is materially prejudiced by such failure). (2) The Indemnitor shall participate in and, assume the defence of any such action, including for certainty any derivative action, claim, suit, proceeding or investigation claim or consent to any judgment in respect thereof that does not include a complete and unconditional release of the Indemnified Party from all at Claims and Losses with respect thereto or that imposes any liability or obligation on the Indemnitor's expense providedIndemnified Party without the prior written consent of the Indemnified Party, however, that counsel retained by which shall not be unreasonably withheld or delayed; and (e) If the Indemnitor shall be satisfactory Parties cannot agree as to the Indemnitee in the exercise application of his reasonable judgement. Notwithstanding the Indemnitor's assumption of the defense Sections 6.1, 6.2, or 6.3 to any Claims and Losses, pending resolution of such action, claim, suit, proceeding or investigationdisagreement pursuant to Section 7.6, the Indemnitee shall have Parties may conduct separate defenses of such Claims and Losses, with each Party retaining the right to employ separate counsel and to participate in, but not control, the defense of such action, claim, suit, proceeding or investigation, and the Indemnitor shall bear the reasonable fees, costs and expenses of such separate counsel as such fees, costs and expenses are incurred (provided that with respect to any single action, claim, suit, proceeding or investigation, the Indemnitor shall not be required to bear the fees, costs and expenses of more than one such counsel in any single jurisdiction) if (a) the use of counsel chosen by the Indemnitor to represent the Indemnitee would present such counsel with a conflict of interest; (b) the defendants, respondents or other parties in any such action, claim, suit, proceeding or investigation include both the Indemnitee on the one hand and the Indemnitor on claim indemnification from the other handParty in accordance with Sections 6.1 or 6.2, and the Indemnitee has reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them (in which case the Indemnitor shall not have the right to direct the defense of such action, claim, suit, proceeding or investigation on behalf upon resolution of the Indemnitee); (c) the Indemnitor shall not have employed counsel satisfactory to the Indemnitee in the exercise of the Indemnitee's reasonable judgment to represent him, within a reasonable time after notice of the institution of such action, proceeding or investigation; or (d) the Indemnitor authorizes the Indemnitee to employ separate counsel at the Indemnitor's expenseunderlying Claim. (3) The Indemnitee shall cooperate with the Indemnitor in the Indemnitor's defense by providing such information and other assistance which the Indemnitor may reasonably request in connection with such defense. (4) The Indemnitor shall not, without the Indemnitee's prior written consent, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not the Indemnitee is a party thereto) unless such settlement, compromise, consent or termination includes a release of the Indemnitee from any liabilities arising out of such action, claim, suit or proceeding. The Indemnitee shall not, without the Indemnitor's prior written consent, admit liability, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit, investigation or proceeding referred to in the preceding paragraph and the Indemnitee shall not disclose the existence of this Agreement unless required by law, subpoena, court order or upon the advice of counsel.

Procedure for Claims. (1a) In the event the Indemnitee is named as a party Promptly, but in any actionevent within 10 days after obtaining knowledge of any claim or demand which may give rise to, claimor could reasonably give rise to, suit, proceeding or investigation upon which the Indemnitee intends to base a claim for indemnification hereunderhereunder (an "Indemnification Claim"), the Indemnitee Purchaser, to the extent it desires to be indemnified for any Claims for any such claim or demand, shall give the Indemnitor prompt written notice to the Company of such action, claim, suit, proceeding or investigation Indemnification Claim ("Notice of Claim"). A Notice of Claim shall be given with respect to all Indemnification Claims; provided, however, that the failure to give a timely Notice of Claim to the Indemnitee to provide such notice Company shall not relieve the Indemnitor of Company from any liability that it may have to the Indemnitee the Indemnitor may have under this Agreement except Purchaser Indemnified Parties hereunder to the extent that the Indemnitor Company is materially not prejudiced by such failure. The Notice of Claim shall set forth the amount (or a reasonable estimate) of the loss, damage or expense suffered, or which may be suffered, by the Purchaser Indemnified Party as a result of such Indemnification Claim and the aggregate amount of all Indemnification Claims to date and a brief description of the facts giving rise to such Indemnification Claim. The Purchaser shall furnish to the Company such information (in reasonable detail) as the Purchaser may have with respect to such Indemnification Claim (including copies of any summons, complaint or other pleading which may have been served on it and any written claim, demand, invoice, billing or other document evidencing or asserting the same). (2b) The Indemnitor If the claim or demand set forth in the Notice of Claim is a claim or demand asserted by a third party (a "Third Party Claim"), the Company shall participate have fifteen days (or such shorter period (but not less than ten days) if any answer or other response or filing with respect to the pleadings served by the third party is required prior to the fifteenth day) after the date of receipt by the Company of the Notice of Claim (the "Notice Date") to notify the Purchaser in andwriting of the election by the Company to defend the Third Party Claim on behalf of the Purchaser Indemnified Parties. (c) If the Company elects to defend a Third Party Claim on behalf of the Purchaser Indemnified Parties, assume the defence Purchaser shall make available to the Company and its agents and representatives all records and other materials in the Purchaser's possession which are reasonably required in the defense of the Third Party Claim and the Company shall pay any expenses payable in connection with the defense of the Third Party Claim as they are incurred (whether incurred by the Purchaser or the Company). (d) If the Company has assumed control of the defense, the Company may contest or settle the Third Party Claim on such actionterms as the Company may choose, including for certainty any derivative action, claim, suit, proceeding or investigation all at the Indemnitor's expense provided, however, that counsel retained by the Indemnitor shall be satisfactory Company will not have the right, without the prior written consent of the Purchaser, to settle any such claim if such settlement (i) arises from or is part of any criminal action, suit or proceeding (ii) contains a stipulation to, confession of judgment with respect to, or admission or acknowledgment of, any liability or wrongdoing on the part of any Purchaser Indemnified Party, (iii) relates to any foreign federal, state or local tax matters, (iv) provides for injunctive relief, or other relief other than damages, which is binding on any Purchaser Indemnified Party, (v) does not fully release all Purchaser Indemnified Parties with respect to the Indemnitee in relevant Third Party Claim or (vi) has any res judicata or collateral estoppel effect that could be adverse to any Purchaser Indemnified Party. (e) If the exercise of his reasonable judgement. Notwithstanding the Indemnitor's assumption of the defense of such action, claim, suit, proceeding or investigationCompany elects to defend a Third Party Claim, the Indemnitee Purchaser Indemnified Parties shall have the right to employ separate counsel and to participate in, but not control, in the defense of the Third Party Claim, at the Purchaser Indemnified Parties' expense (and without the right to indemnification for such actionexpense under this Agreement); provided, claimhowever, suit, proceeding or investigation, and the Indemnitor shall bear that the reasonable fees, costs fees and expenses of such separate counsel as such fees, costs and expenses are incurred (provided that with respect to any single action, claim, suit, proceeding or investigation, retained by the Indemnitor Purchaser Indemnified Parties shall not be required to bear at the fees, costs and expenses expense of more than one such counsel in any single jurisdiction) the Company if (aA) the use of the counsel chosen by the Indemnitor Company to represent the Indemnitee Purchaser Indemnified Parties would present such counsel with a conflict of interest; (bB) the defendants, respondents or other parties in any to such action, claim, suit, proceeding or investigation include both the Indemnitee on the one hand Purchaser Indemnified Parties and the Indemnitor on Company and there may be legal defenses available to Purchaser Indemnified Parties which are different from or additional to those available to the other handCompany; (C) within ten days after being advised by the Company of the identity of counsel to be retained to represent the Purchaser Indemnified Parties, the Purchaser Indemnified Party affected by such claim shall have objected to the retention of such counsel for valid reasons (which shall be stated in a written notice to the Company), and the Indemnitee has reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them (in which case the Indemnitor Company shall not have the right to direct the defense of such action, claim, suit, proceeding or investigation on behalf of the Indemnitee); (c) the Indemnitor shall not have employed retained different counsel reasonably satisfactory to the Indemnitee in the exercise of the Indemnitee's reasonable judgment to represent him, within a reasonable time after notice of the institution of such action, proceeding or investigationPurchaser Indemnified Party; or (div) the Indemnitor authorizes Company shall authorize the Indemnitee Purchaser Indemnified Parties to employ retain separate counsel at the Indemnitor's expenseexpense of the Company. (3f) If the Company elects to defend a Third Party Claim, and does not defend a Third Party Claim in good faith, the Purchaser Indemnified Parties shall have the right, in addition to any other right or remedy it may have hereunder, at the sole and exclusive expense of the Company, to defend such Third Party Claim; provided, however, that such expenses shall be payable by the Company only if and when such Third Party Claim becomes payable. (g) The Indemnitee Purchaser shall cooperate with the Indemnitor Company in the Indemnitor's defense by providing such information and other assistance which the Indemnitor may reasonably request in connection with such defense. (4) The Indemnitor shall not, without the Indemnitee's prior written consent, settle, compromise, consent of Third Party Claims. Subject to the entry foregoing, (i) the Purchaser Indemnified Parties shall not have any obligation to participate in the defense of or to defend any Third Party Claim and (ii) the Purchaser Indemnified Parties' defense of or participation in the defense of any judgment in or otherwise seek to terminate any action, claim, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not the Indemnitee is a party thereto) unless such settlement, compromise, consent or termination includes a release of the Indemnitee from any liabilities arising out of such action, claim, suit or proceeding. The Indemnitee shall not, without the Indemnitor's prior written consent, admit liability, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit, investigation or proceeding referred to in the preceding paragraph and the Indemnitee Third Party Claim shall not disclose in any way diminish or lessen the existence of right to indemnification as provided in this Agreement unless required by law, subpoena, court order or upon the advice of counselSection 7.

Procedure for Claims. (1a) In the event the Indemnitee is named as a party Promptly, but in any actionevent within ten (10) days after obtaining knowledge of any claim or demand which may give rise to, claimor could reasonably give rise to, suit, proceeding or investigation upon which the Indemnitee intends to base a claim for indemnification hereunderhereunder (an "Indemnification Claim"), the Indemnitee Purchaser affected by such claim shall give the Indemnitor prompt written notice to the Company of such action, claim, suit, proceeding or investigation Indemnification Claim ("Notice of Claim"). A Notice of Claim shall be given with respect to all Indemnification Claims; provided, however, that the failure to give a timely Notice of Claim to the Indemnitee to provide such notice Company shall not relieve the Indemnitor of Company from any liability that it may have to the Indemnitee the Indemnitor may have under this Agreement except Purchaser Indemnified Parties hereunder to the extent that the Indemnitor Company is materially not prejudiced by such failure. The Notice of Claim shall set forth the amount (or a reasonable estimate) of the loss, damage or expense suffered, or which may be suffered, by the Purchaser Indemnified Party as a result of such Indemnification Claim and the aggregate amount of all Indemnification Claims to date and a brief description of the facts giving rise to such Indemnification Claim. Each Purchaser shall furnish to the Company such information (in reasonable detail) as such Purchaser may have with respect to such Indemnification Claim (including copies of any summons, complaint or other pleading which may have been served on it and any written claim, demand, invoice, billing or other document evidencing or asserting the same). (2b) The Indemnitor If the claim or demand set forth in the Notice of Claim is a claim or demand asserted by a third party (a "Third Party Claim"), the Company shall participate have fifteen (15) days (or such shorter period (but not less than ten (10) days) if any answer or other response or filing with respect to the pleadings served by the third party is required prior to the fifteenth day) after the date of receipt by the Company of the Notice of Claim (the "Notice Date") to notify the Purchasers in andwriting of the election by the Company to defend the Third Party Claim on behalf of the Purchaser Indemnified Parties. (c) If the Company elects to defend a Third Party Claim on behalf of the Purchaser Indemnified Parties, assume each Purchaser shall make available to the defence Company and its agents and representatives all records and other materials in such Purchaser's possession which are reasonably required in the defense of the Third Party Claim and the Company shall pay any expenses payable in connection with the defense of the Third Party Claim as they are incurred (whether incurred by the Purchasers or the Company). (d) If the Company has assumed control of the defense, the Company may contest or settle the Third Party Claim on such actionterms as the Company may choose, including for certainty any derivative action, claim, suit, proceeding or investigation all at the Indemnitor's expense provided, however, that counsel retained the Company will not have the right, without the prior written consent of the Purchaser affected by such claim, to settle any such claim if such settlement (i) arises from or is part of any criminal action, suit or proceeding (ii) contains a stipulation to, confession of judgment with respect to, or admission or acknowledgment of, any liability or wrongdoing on the Indemnitor shall be satisfactory part of any Purchaser Indemnified Party, (iii) relates to any foreign federal, state or local tax matters, (iv) provides for injunctive relief, or other relief other than damages, which is binding on any Purchaser Indemnified Party, (v) does not fully release all Purchaser Indemnified Parties with respect to the Indemnitee in relevant Third Party Claim or (vi) has any res judicata or collateral estoppel effect that could be adverse to any Purchaser Indemnified Party. (e) If the exercise of his reasonable judgement. Notwithstanding the Indemnitor's assumption of the defense of such action, claim, suit, proceeding or investigationCompany elects to defend a Third Party Claim, the Indemnitee Purchaser Indemnified Parties shall have the right to employ separate counsel and to participate in, but not control, in the defense of the Third Party Claim, at the Purchaser Indemnified Parties' expense (and without the right to indemnification for such actionexpense under this Amendment); provided, claimhowever, suit, proceeding or investigation, and the Indemnitor shall bear that the reasonable fees, costs fees and expenses of such separate counsel as such fees, costs and expenses are incurred (provided that with respect to any single action, claim, suit, proceeding or investigation, retained by the Indemnitor Purchaser Indemnified Parties shall not be required to bear at the fees, costs and expenses expense of more than one such counsel in any single jurisdiction) the Company if (aA) the use of the counsel chosen by the Indemnitor Company to represent the Indemnitee Purchaser Indemnified Parties would present such counsel with a conflict of interest; (bB) the defendants, respondents or other parties in any to such action, claim, suit, proceeding or investigation include both the Indemnitee on the one hand Purchaser Indemnified Parties and the Indemnitor on Company and there may be legal defenses available to Purchaser Indemnified Parties which are different from or additional to those available to the other handCompany; (C) within ten (10) days after being advised by the Company of the identity of counsel to be retained to represent the Purchaser Indemnified Parties, the Purchaser Indemnified Party affected by such claim shall have objected to the retention of such counsel for valid reasons (which shall be stated in a written notice to the Company), and the Indemnitee has reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them (in which case the Indemnitor Company shall not have the right to direct the defense of such action, claim, suit, proceeding or investigation on behalf of the Indemnitee); (c) the Indemnitor shall not have employed retained different counsel reasonably satisfactory to the Indemnitee in the exercise of the Indemnitee's reasonable judgment to represent him, within a reasonable time after notice of the institution of such action, proceeding or investigationPurchaser Indemnified Party; or (div) the Indemnitor authorizes Company shall authorize the Indemnitee Purchaser Indemnified Parties to employ retain separate counsel at the Indemnitor's expenseexpense of the Company. (3f) If the Company elects to defend a Third Party Claim, and does not defend a Third Party Claim in good faith, the Purchaser Indemnified Parties shall have the right, in addition to any other right or remedy it may have hereunder, at the sole and exclusive expense of the Company, to defend such Third Party Claim; provided, however, that such expenses shall be payable by the Company only if and when such Third Party Claim becomes payable. (g) The Indemnitee Purchasers shall cooperate with the Indemnitor Company in the Indemnitor's defense by providing such information and other assistance which the Indemnitor may reasonably request in connection with such defense. (4) The Indemnitor shall not, without the Indemnitee's prior written consent, settle, compromise, consent of Third Party Claims. Subject to the entry foregoing, (i) the Purchaser Indemnified Parties shall not have any obligation to participate in the defense of or to defend any Third Party Claim and (ii) the Purchaser Indemnified Parties' defense of or participation in the defense of any judgment in or otherwise seek to terminate any action, claim, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not the Indemnitee is a party thereto) unless such settlement, compromise, consent or termination includes a release of the Indemnitee from any liabilities arising out of such action, claim, suit or proceeding. The Indemnitee shall not, without the Indemnitor's prior written consent, admit liability, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit, investigation or proceeding referred to in the preceding paragraph and the Indemnitee Third Party Claim shall not disclose in any way diminish or lessen the existence of right to indemnification as provided in this Agreement unless required by law, subpoena, court order or upon the advice of counselSection 7.

Procedure for Claims. (1) In the event the Indemnitee is named as a party in any action, claim, suit, proceeding or investigation upon which the Indemnitee intends An Indemnified Party wishing to base assert a claim for indemnification hereunderunder this Article VII (other than a third-party claim covered by Section 7.3(b) below) shall deliver to the Stockholder Representative a certificate (an “Officer’s Certificate”) signed by any officer of CS (or another Indemnified Party) (A) stating that CS (or such other Indemnified Party) has paid, sustained, incurred or accrued, or reasonably anticipates that it will have to pay, sustain, incur, or accrue Losses (the aggregate amount of such Losses being referred to as the “Claimed Amount”), (B) specifying in reasonable detail the facts pertinent to such claim(s), the Indemnitee shall give individual items of Losses included in the Indemnitor prompt written notice amount so stated and the nature of basis for indemnification to which such item is related, and (C) demanding payment of the Claimed Amount. Within fifteen (15) days after delivery of such actionOfficer’s Certificate, claim, suit, proceeding or investigation the Stockholder Representative shall deliver to the Indemnified Party a written response in which the Stockholder Representative shall: (provided, however, I) agree that failure the Indemnified Party is entitled to receive all of the Indemnitee to provide such notice shall not relieve the Indemnitor of any liability to the Indemnitee the Indemnitor may have under this Agreement except to the extent that the Indemnitor is materially prejudiced by such failure). (2) The Indemnitor shall participate in and, assume the defence of any such action, including for certainty any derivative action, claim, suit, proceeding or investigation all at the Indemnitor's expense provided, however, that counsel retained by the Indemnitor shall be satisfactory to the Indemnitee in the exercise of his reasonable judgement. Notwithstanding the Indemnitor's assumption of the defense of such action, claim, suit, proceeding or investigation, the Indemnitee shall have the right to employ separate counsel and to participate in, but not control, the defense of such action, claim, suit, proceeding or investigation, and the Indemnitor shall bear the reasonable fees, costs and expenses of such separate counsel as such fees, costs and expenses are incurred (provided that with respect to any single action, claim, suit, proceeding or investigation, the Indemnitor shall not be required to bear the fees, costs and expenses of more than one such counsel in any single jurisdiction) if (a) the use of counsel chosen by the Indemnitor to represent the Indemnitee would present such counsel with a conflict of interest; (b) the defendants, respondents or other parties in any such action, claim, suit, proceeding or investigation include both the Indemnitee on the one hand and the Indemnitor on the other hand, and the Indemnitee has reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them Claimed Amount (in which case the Indemnitor Stockholder Representative and the Indemnified Party shall not have the right to direct the defense of such action, claim, suit, proceeding or investigation on behalf of the Indemnitee); (c) the Indemnitor shall not have employed counsel satisfactory deliver to the Indemnitee in the exercise of the Indemnitee's reasonable judgment to represent himEscrow Agent, within a reasonable time after notice of the institution of such action, proceeding or investigation; or (d) the Indemnitor authorizes the Indemnitee to employ separate counsel at the Indemnitor's expense. three (3) The Indemnitee shall cooperate with Business Days following delivery of the Indemnitor in response, a written notice executed by both such parties instructing the Indemnitor's defense by providing such information and other assistance which the Indemnitor may reasonably request in connection with such defense. (4) The Indemnitor shall not, without the Indemnitee's prior written consent, settle, compromise, consent Escrow Agent to distribute to the entry of any judgment in or otherwise seek to terminate any actionIndemnified Party, claim, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not the Indemnitee is a party thereto) unless such settlement, compromise, consent or termination includes a release out of the Indemnitee from any liabilities arising Indemnity Escrow Fund, an amount equal to the Claimed Amount), (II) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”) (in which case the Stockholder Representative and the Indemnified Party shall deliver to the Escrow Agent, within three (3) Business Days following delivery of the response, a written notice executed by both such parties instructing the Escrow Agent to distribute to the Indemnified Party, out of such actionthe Indemnity Escrow Fund, claim, suit or proceeding. The Indemnitee shall not, without the Indemnitor's prior written consent, admit liability, settle, compromise, consent an amount equal to the entry Agreed Amount), or (III) contest that the Indemnified Party is entitled to receive any of any judgment the Claimed Amount. If the Stockholder Representative in such response contests the payment of all or otherwise seek to terminate any actionpart of the Claimed Amount, claim, suit, investigation or proceeding referred to in then the preceding paragraph Stockholder Representative and the Indemnitee Indemnified Party shall not disclose use good faith efforts to resolve such dispute in accordance with Section 7.3(c) below. Failure of the existence of this Agreement unless required by lawStockholder Representative to timely respond in writing shall be treated as agreement that the Indemnified Party is entitled to the Claimed Amount, subpoena, court order or upon which Indemnified Party may then recover unilaterally from the advice of counselIndemnity Escrow Fund.