Common use of PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS Clause in Contracts

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 or 12.2 of notice of the commencement of any proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice. (b) If any proceeding referred to in Section 12.4(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceeding, the indemnifying party will be entitled to participate in such proceeding and, to the extent that it wishes (unless the indemnifying party is also a party to such proceeding and the indemnified party determines in good faith that joint representation would be inappropriate), to assume the defense of such proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 for any fees of other counsel or any other expenses with respect to the defense of such proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or such claims may be effected by the indemnifying party without the indemnified party's consent unless the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceeding, the indemnifying party will be bound by any determination made in such proceeding or any compromise or settlement effected by the indemnified party.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 or 12.2 this Article X of notice of a claim against it for indemnification brought under this Article X (a "Claim"), the commencement of any proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Sectionparty, give prompt written notice to the indemnifying indemnified party of the commencement of such claimClaim, but the failure to promptly notify the indemnifying indemnified party will not relieve the indemnifying indemnified party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced prejudice by the indemnifying party's failure to give such prompt notice. Such notice shall contain a description in reasonable detail of facts upon which such Claim is based and, to the extent known, the amount thereof. (b) If any proceeding Claim referred to in Section 12.4(a) this Article X is brought made by a third party against an indemnified party and it such indemnified party gives written notice to the indemnifying party of the commencement of such proceedingClaim, the indemnifying party will be entitled to participate in such proceeding the defense of Claim and, to the extent that it wishes (unless the indemnifying party is also a party to such proceeding and the indemnified party determines in good faith that joint representation would be inappropriate), to assume the defense of such proceeding with counsel satisfactory to the indemnified party Claim and, after written notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingthe Claim, the indemnifying party shall assume such defense and will not, as long as it diligently conducts such defense, not be liable to the indemnified party under this Section 12 Article X for any fees of other counsel or any other expenses with respect to the defense of such proceeding, the Claim in each case subsequently incurred by the indemnified party in connection with the defense of such proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or such claims may be effected by the indemnifying party without the indemnified party's consent unless the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceeding, the indemnifying party will be bound by any determination made in such proceeding or any compromise or settlement effected by the indemnified partyClaim.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 12.2, 12.3, or 12.2 12.4 of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's ’s failure to give such notice. (b) If any proceeding Proceeding referred to in Section 12.4(a12.6(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will will, unless the claim involves Taxes, be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such proceeding Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingProceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's ’s consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within ten days after the indemnified party's ’s notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will be bound by any determination made in such proceeding Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Sellers hereby consent to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on Sellers with respect to such a claim anywhere in the world.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. If, after the Closing Date, either a Buyer Indemnified Person or Seller Indemnified Person, as the case may be (a) Promptly after receipt by an indemnified party under Section 12.1 or 12.2 of the "INDEMNITEE"), receives notice of any third-party claim or alleged third-party claim asserting the commencement existence of any proceeding against it, such indemnified party will, if matter of a claim nature as to which the Indemnitee is entitled to be made against an indemnifying party indemnified under such Sectionthis Agreement, give notice to the indemnifying party of Indemnitee shall promptly notify Seller, or Buyer, as the commencement of such claimcase may be (the "INDEMNITOR"), in writing with respect thereto, but the failure to notify the indemnifying party Indemnitor will not relieve the indemnifying party Indemnitor of any liability that it may have to any indemnified partyan Indemnitee, except to the extent that the indemnifying party Indemnitor demonstrates that the defense of such action is has been prejudiced by the indemnifying partyIndemnitee's failure to give such notice. . The Indemnitor will have the right to defend against any such claim provided (a) that the Indemnitor, within ten (10) days after the giving of such notice by Indemnitee, notifies Indemnitee in writing that (i) Indemnitor disputes such claim and gives reasons therefor, and (ii) Indemnitor will, at its own cost and expense, defend the same, and (b) If any proceeding referred to in Section 12.4(a) such defense is brought against an indemnified party instituted and it gives notice to the indemnifying party of the commencement of such proceeding, the indemnifying party will be entitled to participate in such proceeding and, to the extent that it wishes (unless the indemnifying party is also a party to such proceeding and the indemnified party determines continuously maintained in good faith that joint representation would be inappropriate)by Indemnitor. Indemnitee may, if it so elects, designate and pay for its own counsel to assume participate with the defense counsel selected by Indemnitor in the conduct of such proceeding with counsel satisfactory defense. Indemnitor will not permit any lien or execution to attach to the indemnified party andassets of Indemnitee as a result of such claim, and the Indemnitor shall provide such bonds or deposits as are necessary to prevent the same. In any event, Indemnitor will keep Indemnitee fully advised as to the status of such defense. If Indemnitor is given notice of a claim as aforesaid and fails to notify Indemnitee of its election to defend such claim within the time prescribed herein, or after having elected to defend such claim fails to institute and maintain such defense as prescribed herein, or if such defense is unsuccessful then, in any such event, the Indemnitor shall fully satisfy and discharge the claim within ten (10) days after notice from the indemnifying party Indemnitee requesting Indemnitor to the indemnified party of its election to assume the defense of such proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 for any fees of other counsel or any other expenses with respect to the defense of such proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceeding, other than reasonable costs of investigationdo so. If the indemnifying party Indemnitor assumes the defense of a proceeding, any action or proceeding (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; (iiy) no compromise or settlement or of such claims may be effected by the indemnifying party Indemnitor without the indemnified partyIndemnitee's consent unless (A) there is no finding or admission of any violation of any legal requirement or any violation of the rights of any person and no effect on any other claims that may be made against the Indemnitee, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying partyIndemnitor; and (iiiz) the indemnified party Indemnitee will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceeding, the indemnifying party will be bound by any determination made in such proceeding or any compromise or settlement effected by the indemnified party.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 Sections 7.2, or 12.2 7.3 of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's ’s failure to give such notice. (b) If any proceeding Proceeding referred to in Section 12.4(a7.8(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceeding, Proceeding the indemnifying party will will, unless the claim involves Taxes, be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate), to assume the defense of such proceeding Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceeding, Proceeding the indemnifying party will not, as long as it diligently conducts conduct such defense, be liable to the indemnified party under this Section 12 7 for any fees of other counsel or any other expenses with respect to the defense of such proceeding, Proceeding in each case subsequently incurred by the indemnified party in connection with the defense of such proceeding, other than reasonable costs of investigationProceeding. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's ’s consent (which shall not be unreasonably withheld) unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full fall by the indemnifying party; and (iiiii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within ten days after the indemnified party's ’s notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnified party may, by notice to the indemnifying party, assume the exclusive light to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination made in such proceeding Proceeding or any compromise or settlement effected by the indemnified party without its consent (which may not be unreasonably withheld). (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Sellers hereby consent to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on Sellers with respect to such a claim anywhere in the world.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (ai) Promptly after receipt by an indemnified party under Section 12.1 10.1(a) or 12.2 Section 10.1(b) of notice of the commencement of any proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability Liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's ’s failure to give such notice. (bii) If any proceeding referred to in Section 12.4(a10.1(e)(i) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceeding, the indemnifying party will be entitled to participate in such proceeding and, to the extent that it wishes (unless (A) the indemnifying party is also a party to such proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (B) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such proceeding and provide indemnification with respect to such proceeding), to assume the defense of such proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 10 for any fees of other counsel or any other expenses with respect to the defense of such proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceeding, (i1) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; and (ii2) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's ’s consent unless (x) there is no finding or admission of any violation of Laws or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (y) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iiiz) the indemnified party will have no liability Liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding and the indemnifying party does not, within ten (10) days after the indemnified party's ’s notice is given, give notice to the indemnified party of its election to assume the defense of such proceeding, the indemnifying party will be bound by any determination made in such proceeding or any compromise or settlement effected by the indemnified party. (iii) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a proceeding may adversely affect it or its Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such proceeding, but the indemnifying party will not be bound by compromise or settlement effected without its consent (which may not be unreasonably withheld).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 11.2, 11.3, or 12.2 11.4 of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's ’s failure to give such notice. (b) If any proceeding Proceeding referred to in Section 12.4(a11.6(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will will, unless the claim involves Taxes, be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such proceeding Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 11 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingProceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's ’s consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within ten days after the indemnified party's ’s notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will be bound by any determination made in such proceeding Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Sellers hereby consent to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on Sellers with respect to such a claim anywhere in the world.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly Within 15 days after receipt by an indemnified party under Section 12.1 or 12.2 of notice of the commencement of any proceeding against itaction by any third party evidenced by service of process or other legal pleading, such indemnified or with reasonable promptness after the assertion in writing of any claim by a third party, the party willentitled to indemnification hereunder ("Indemnified Person") shall give the party obligated to provide indemnification under Section 8.2 or 8.3 hereof (the "Indemnifying Person") written notice thereof, if together with a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement copy of such claim, but the process or other legal pleading. The failure to so notify the indemnifying party Indemnifying Person within the above time frame will not relieve the indemnifying party Indemnifying Person of any liability that it may have to any indemnified partythe Indemnified Person, except to the extent that the indemnifying party Indemnifying Person demonstrates that the defense of such action is unduly prejudiced by the indemnifying partyIndemnified Person's failure to give such notice. The Indemnifying Person shall have the right to undertake the defense, settlement, compromise or other disposition thereof at its own expense and through a legal representative of its own choosing. The Indemnified Person and its counsel shall have the right to be present at the negotiation, defense and settlement of such action or claim, and any settlement or compromise of any such action or claim shall be subject to the approval of the Indemnified Person, which approval shall not be unreasonably withheld. (b) If the Indemnifying Person, by the 30th day after receipt of notice of any proceeding referred such claim (or, if earlier, by the 10th day immediately preceding the day on which an answer or other pleading must be served in order to prevent judgment by default in Section 12.4(a) is brought against an indemnified party and it gives notice to the indemnifying party favor of the commencement of person asserting such proceeding, the indemnifying party will be entitled to participate in such proceeding and, to the extent that it wishes (unless the indemnifying party is also a party to such proceeding and the indemnified party determines in good faith that joint representation would be inappropriateclaim), to assume has not notified the defense of such proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party Indemnified Person of its election to assume defend against such claim, the Indemnified Person shall have the right to undertake the defense, compromise or settlement of such claim through counsel of its choice on behalf of and for the account and risk of the Indemnifying Person, at the cost and expense of the Indemnifying Person. In such event, the Indemnifying Party and its counsel shall have the right to be present at the negotiation, defense and settlement of such action or claim, and any settlement or compromise of any such action or claim shall be subject to the approval of the Indemnifying Party, which approval shall not be unreasonably withheld. (c) With regard to claims pursuant to this Section 8.4, any reasonable fees or expenses of the party undertaking the defense of such proceedingthe claim, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 for any fees of other counsel or any other expenses with respect to the defense of such proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingclaim, other than reasonable costs including fees and expenses of investigation. If the indemnifying party assumes the defense of a proceedingcounsel, (i) it will shall be conclusively established for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or such claims may be effected by the indemnifying party without the indemnified party's consent unless the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceeding, the indemnifying party will be bound by any determination made in such proceeding or any compromise or settlement effected by the indemnified partyconsidered Damages.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 10.2, or 12.2 Section 10.3 of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's ’s failure to give such notice. (b) If any proceeding Proceeding referred to in Section 12.4(a10.6(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will will, unless the claim involves Taxes, be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such proceeding Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 10 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingProceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's ’s consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within ten days after the indemnified party's ’s notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will be bound by any determination made in such proceeding Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) The Company Shareholder hereby consents to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly Except with respect to Tax Claims, which are addressed in Section 6.2(e), promptly after receipt by an indemnified party under Section 12.1 8.2 or 12.2 of notice of the commencement 8.3 of any proceeding Proceeding, claim or demand against it, such it or if an indemnified party will, if shall otherwise learn of an assertion of a potential claim by any Person who is not a party to this Agreement (or an Affiliate thereof) (a “Third-Party Claim”) which may give rise to a claim is to be made for indemnification against an indemnifying party under such Sectionthis Agreement, give then the indemnified party shall as promptly as practicable send notice in writing and in reasonable detail of the Third-Party Claim (including the factual basis for the Third-Party Claim, and, to the extent known, the amount of the Third-Party Claim) to the indemnifying party of (or if the commencement of such claimindemnifying party is the Sellers, to the Seller Representative), but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying indemnified party's ’s failure to give such notice. Notwithstanding anything to the contrary in this Agreement, the Buyers hereby gives, and will be deemed to have given, all required notices with respect to the Third-Party Claims for which indemnification is provided in Sections 8.2(a)(iv) and 8.2(a)(v) of this Agreement, and Buyers will be deemed to have fulfilled all requirements of this Section 8.5(a) with respect to such Third-Party Claims. (b) If any proceeding Third-Party Claim referred to in Section 12.4(a8.5(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingThird-Party Claim, the indemnifying party will be entitled to participate in such proceeding Third-Party Claim and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding Third-Party Claim and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Third-Party Claim and provide indemnification with respect to such Third-Party Claim), to assume the defense of such proceeding Third-Party Claim with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingThird-Party Claim, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 8 for any fees of other counsel or any other expenses with respect to the defense of such proceedingThird-Party Claim, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingThird-Party Claim, other than reasonable costs of investigation. The indemnifying party will have fifteen (15) calendar days from receipt of a notice of a Third-Party Claim from an indemnified party pursuant to Section 8.5(a) to assume the defense thereof; provided however, that with respect to the Third-Party Claims for which indemnification is provided in Sections 8.2(a)(iv) and 8.2(a)(v) of this Agreement, the indemnifying party may, subject to the last sentence of this Section 8.5(b), assume the defense there of at any time upon fifteen calendar days prior written notice. If the indemnifying party does not, or is not pursuant to the preceding two sentences permitted to, assume the defense of a proceeding, the indemnified party shall have the right to assume the defense and employ separate counsel to represent such indemnified party and the reasonable fees and expenses of such separate counsel shall be paid by such indemnifying party. If the indemnifying party assumes the defense of a proceedingThird-Party Claim, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding Third-Party Claim are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's ’s consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding Third-Party Claim and the indemnifying party does not, within ten fifteen (15) calendar days after the indemnified party's ’s notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingThird-Party Claim, the indemnifying party will be bound by any determination made in such proceeding Third-Party Claim or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Third-Party Claim may adversely affect it or its Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Third-Party Claim, but the indemnifying party will not be bound by any compromise or settlement effected without its consent (which may not be unreasonably withheld).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 12.2 or 12.2 12.3 of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice. (b) If any proceeding Proceeding referred to in Section 12.4(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding, or (iii) the outcome of the Proceeding will have a continuing effect the indemnified party), to assume the defense of such proceeding Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 12.4(c)(b) for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingProceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages Damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consentConsent. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will be bound by any determination made in such proceeding Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary Damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its Consent (which may not be unreasonably withheld). (d) Sellers hereby consent to the non-exclusive jurisdiction of any state or federal court situated in Iowa in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on Sellers and their shareholders with respect to such a claim anywhere in the world.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by A party claiming indemnification under this Agreement (an indemnified “Indemnified Party”) shall with reasonable promptness (i) notify the party under Section 12.1 from whom indemnification is sought (the “Indemnifying Party”) of any third-party claim or 12.2 claims asserted against the Indemnified Party (“Third Party Claim”) for which indemnification is sought and (ii) transmit to the Indemnifying Party a copy of all papers served with respect to such claim, if any, and a written notice (“Claim Notice”) containing a description in reasonable detail of the commencement nature of any proceeding against itthe Third Party Claim, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice estimate of the amount of damages attributable to the indemnifying party Third Party Claim to the extent feasible (which estimate shall not be conclusive of the commencement final amount of such claim, but ) and the basis of the Indemnified Party’s request for indemnification under this Agreement. The failure to notify the indemnifying party Indemnifying Party will not relieve the indemnifying party Indemnifying Party of any liability Liability that it may have to any indemnified partyIndemnified Party, except to the extent that the indemnifying party demonstrates that the defense of such action Indemnifying Party is actually prejudiced by the indemnifying party's Indemnifying Party’s failure to give such notice. (b) If Within fifteen (15) days after receipt of any proceeding referred to in Section 12.4(aClaim Notice (the “Election Period”), the Indemnifying Party shall notify the Indemnified Party (i) is brought against an indemnified party and it gives notice whether the Indemnifying Party disputes its potential liability to the indemnifying party Indemnified Party with respect to such Third Party Claim and (ii) whether the Indemnifying Party desires, at the sole cost and expense of the commencement of such proceeding, the indemnifying party will be entitled to participate in such proceeding andIndemnifying Party, to defend the extent Indemnified Party against such Third Party Claim. (c) If the Indemnifying Party notifies the Indemnified Party within the Election Period that it wishes (unless the indemnifying party is also a party to such proceeding and the indemnified party determines in good faith that joint representation would be inappropriate), Indemnifying Party elects to assume the defense of the Third Party Claim, then the Indemnifying Party shall have the right to defend, at its sole cost and expense, such proceeding Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party in accordance with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense this Section 6.6. The Indemnifying Party shall have full control of such proceedingdefense and proceedings. If requested by the Indemnifying Party, the indemnifying party will notIndemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, the making of any related counterclaim against the person asserting the Third Party Claim or any cross-complaint against any person. Except as long as it diligently conducts such defenseotherwise provided herein, be liable the Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to the indemnified party under this Section 12 for any fees of other counsel or any other 6.6 and shall bear its own costs and expenses with respect to the defense such participation, unless there is an actual conflict of such proceedinginterest, in each case subsequently incurred by which case, the indemnified party in connection with Indemnified Party can participate at the defense cost of such proceeding, other than reasonable costs of investigation. the Indemnifying Party. (d) If the indemnifying party assumes the defense of a proceeding, Indemnifying Party (i) it will be conclusively established for purposes of this Agreement fails to notify the Indemnified Party within the Election Period that the claims made in that proceeding are within Indemnifying Party elects to defend the scope of and subject Indemnified Party pursuant to indemnification; the preceding paragraph, (ii) no compromise elects to defend the Indemnified Party but fails to prosecute or settle the Third Party Claim as herein provided, or (iii) objects to such election on the grounds that counsel for such Indemnifying Party cannot represent both the Indemnified Party and the Indemnifying Parties because such representation would result in a conflict of interest, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party, the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. In such a situation, the Indemnified Party shall have full control of such defense and proceedings and the Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 6.6, and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. (e) The Indemnifying Party shall not settle or such compromise any Third Party Claim unless (i) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be effected by the indemnifying party without made against the indemnified party's consent unless , and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying partyIndemnifying Party (subject to the limitations set forth in Section 6.4 and Section 6.5); and (iii) the indemnified party Indemnified Party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given The Indemnified Party shall not settle or admit liability to an indemnifying party any Third Party Claim without the prior written consent of the commencement Indemnifying Party unless (x) the Indemnifying Party has disputed its potential liability to the Indemnified Party, and such dispute either has not been resolved or has been resolved in favor of the Indemnifying Party or (y) the Indemnifying Party has failed to respond to the Indemnified Party’s Claim Notice. (f) Each Indemnifying Party hereby consents to the non-exclusive jurisdiction of any proceeding court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on Indemnifying Party with respect to such a claim anywhere in the indemnifying party does not, within ten days after world. (g) During the indemnified party's notice is given, give notice to effectiveness of the indemnified party of its election to assume the defense of such proceedingEscrow Agreement, the indemnifying party will be bound by Indemnified Party and Indemnifying Party shall additionally notify the Escrow Agent of any determination made claimed indemnifications in such proceeding or any compromise or settlement effected by accordance with the indemnified partyterms of the Escrow Agreement.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 or 12.2 10.2 of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice. (b) If any proceeding Proceeding referred to in Section 12.4(a10.9(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such proceeding Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 10 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingProceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will be bound by any determination made in such proceeding Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Sellers hereby consent to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on Sellers with respect to such a claim anywhere in the world.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 5.2 or 12.2 5.3 of notice of the commencement of any proceeding Proceeding against it, such indemnified party (Investor Indemnified Persons or Seller Indemnified Persons, as the case may be) will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying indemnified party's failure to give such notice. (b) If any proceeding Proceeding referred to in Section 12.4(a5.6(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will will, unless the claim involves Taxes, be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such proceeding Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 5 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceeding, other than reasonable costs of investigationProceeding. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding Proceeding are within the scope of and subject to indemnification; (ii) EXECUTION COPY no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within ten (10) days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will be bound by any determination made in such proceeding Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) The parties to this Agreement hereby consent to the exclusive jurisdiction of the courts identified in Section 6.4 hereof.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 11.2 or 12.2 11.3 of written notice of a claim or the commencement of any proceeding against it, such indemnified party willshall, if a claim in respect thereof is to be made against an indemnifying party under such Section, give written notice to the indemnifying party of the commencement of such claimthereof, but the failure so to notify the indemnifying party will shall not relieve the indemnifying party it of any liability that it may have to any indemnified party, except to the extent that extent, the indemnifying party demonstrates that the defense of such action is or has been prejudiced by the indemnifying party's failure to give thereby. In case any such notice. (b) If any proceeding referred to in Section 12.4(a) is shall be brought against an indemnified party and it gives shall give notice to the indemnifying party of the commencement of such proceedingthereof, the indemnifying party will shall be entitled to participate in such proceeding therein and, to the extent that it wishes shall wish (unless the indemnifying party is also a party to such proceeding and the indemnified party determines in good faith that joint representation would be inappropriate), ) to assume the defense of such proceeding thereof with counsel which is not reasonably satisfactory to the such indemnified party and, after notice from the indemnifying party to the such indemnified party of its election so to assume the defense of such proceedingthereof, the indemnifying party will not, as long as it diligently conducts such defense, shall not be liable to the indemnified such unindemnified party under this such Section 12 for any fees of other such counsel or any other expenses with respect to the defense of such proceeding, in each case case, subsequently incurred by the such indemnified party in connection with the defense of such proceeding, other than reasonable costs of investigationthereof. If the an indemnifying party assumes the defense of a such proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; (iia) no compromise or settlement or such claims thereof may be effected by the indemnifying party without the indemnified party's reasonable consent unless (i) there is no finding or admission of any violation of law or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iiib) the indemnified indemnifying party will shall have no liability with respect to any compromise or settlement of such claims thereof effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceeding, the indemnifying party will be bound by any determination made in such proceeding or any compromise or settlement effected by the indemnified party.its

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 7.8(a) or 12.2 7.8(b) of notice of the commencement of any proceeding against itit by a third party (not a Party or Affiliate of a Party) to this Agreement, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim. If the indemnified party fails to notify the indemnifying party within thirty (30) days of receipt of notice of the third party claim, then the indemnity with respect to the subject matter of such claim shall continue, but shall be limited to the damages that would have nonetheless resulted absent the indemnified party’s failure to notify the indemnifying party will not relieve in the time required above after taking into account such actions as could have been taken by the indemnifying party of any liability that had it may have to any received timely notice from the indemnified party, except to the extent that the indemnifying party demonstrates that the defense of . If such action notice is prejudiced by the indemnifying party's failure to give such notice. (b) If any proceeding referred to in Section 12.4(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingtimely given, the indemnifying party will be entitled to participate in such proceeding and, to the extent that it wishes (unless the indemnifying party is also a party to such proceeding and the indemnified party determines in good faith that joint representation would be inappropriate)wishes, to may assume the defense of such proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingproceeding with counsel satisfactory to the indemnified party, the indemnifying party will not, as long as it diligently conducts such defense, not be liable to the indemnified party under this Section 12 Article VII for any fees of other counsel or any other expenses with respect to the defense of such proceeding, in each case subsequently proceeding incurred by the indemnified party in connection with the defense of after such proceeding, other than reasonable costs of investigationnotice. If the indemnifying party assumes the defense of a the proceeding, (i1) it will be conclusively established that for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; and (ii2) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's consent ’s Consent unless (A) there is no finding or admission of any violation of legal requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding and the indemnifying party does not, within ten thirty (30) days after the indemnified party's ’s notice is given, give notice to the indemnified party of its election to assume the defense of such proceeding, the indemnifying party will be bound by any determination made in such proceeding or any compromise or settlement effected by the indemnified party, provided, however, that the indemnifying party is otherwise obligated to indemnify the indemnified party pursuant to this Section 7.8.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (ai) Promptly after receipt by an indemnified party under Section 12.1 5.7(b) or 12.2 5.7(c) of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice. (bii) If any proceeding Proceeding referred to in Section 12.4(a5.7(f)(i) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will will, unless the claim involves Taxes, be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless (x) the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (y) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such proceeding Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 5.7 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingProceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of any law or regulation or any violation of the rights of any person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will be bound by any determination made in such proceeding Proceeding or any compromise or settlement effected by the indemnified party. (iii) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (iv) The Seller hereby consents to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on the Seller with respect to such a claim anywhere in the world.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under this Section 12.1 or 12.2 10 of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice. (b) If any proceeding Proceeding referred to in this Section 12.4(a) 10 is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will will, unless the claim involves Taxes, be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such proceeding Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 10 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingProceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will be bound by any determination made in such proceeding Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Seller hereby consents to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on Seller with respect to such a claim anywhere in the world.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 8.2 or 12.2 8.3 of notice of the commencement of any proceeding against itit (a "Proceeding"), such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice. (b) If any proceeding Proceeding referred to in Section 12.4(a8.7(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will will, be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such proceeding Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defensedefense in good faith, be liable to the indemnified party under this Section 12 Article 8 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingProceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's consent unless the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any such compromise or settlement includes an unconditional release of each indemnified party from all liability arising or that may arise out of such claims effected without its consentclaim. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingProceeding, indemnified party may assume the defense thereof. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination made in such proceeding of a Proceeding so defended or any compromise or settlement effected by without its consent (which may not be unreasonably withheld). (d) Sellers hereby consent to the indemnified partyjurisdiction of any courts in the State of New York for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on the Principal Shareholders with respect to such a claim in accordance with the laws of the State of New York.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 6.2, 6.4, or 12.2 (to the extent provided in the last sentence of Section 6.3) Section 6.3 of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified partyparty pursuant to this Section 6.8, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice. (b) If any proceeding Proceeding referred to in Section 12.4(a6.8(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will will, unless the claim involves Taxes, be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such proceeding Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 6 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingProceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will be bound by any determination made in such proceeding Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right, at the indemnifying party's cost and expense, to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Each Original Shareholder hereby consents to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on Original Shareholders with respect to such a claim anywhere in the world.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 10.2 or 12.2 10.3 of notice of the commencement of any proceeding against itit (a "Proceeding"), such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice. (b) If any proceeding Proceeding referred to in Section 12.4(a10.4(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will will, unless the claim involves Taxes, be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such proceeding Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 ARTICLE X for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingProceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of a Law or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within ten business days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will be bound by any determination made in such proceeding Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Notwithstanding Section 12.4 hereof, each of the Company and Xxxxxxxx hereby consents to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any indemnified party for purposes of any claim that an indemnified party may have under this Agreement with respect to such Proceeding or the matters alleged therein.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 10.2 or 12.2 Section 10.3 of notice of the commencement of any proceeding Proceeding or other claim by a third party against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give prompt notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's ’s failure to give such notice. For purposes of this Section 10.8, in the event that a Buyer Indemnified Party reasonably believes a claim may result in a demand against the Escrow Fund, the delivery of a notice claiming indemnification shall be delivered to the Stockholders’ Representative and such notice shall be deemed to be delivery of the notice to the Securityholders; provided, however, that in the event indemnification is being sought hereunder directly from a Seller Indemnifying Party, notice shall be given to such Seller Indemnifying Party. (b) If any proceeding Proceeding or claim referred to in Section 12.4(a10.8(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding or claim, except as provided in Section 10.8(c), the indemnifying party will shall be entitled, at its election, to assume the defense and management of such Proceeding and claim with counsel reasonably satisfactory to the indemnified party, provided that the indemnified party may be entitled to participate in the defense of such proceeding andmatter at its sole cost and expense. Except as provided in Section 10.8(c), to the extent that it wishes (unless the indemnifying party is also a party to such proceeding and the indemnified party determines in good faith that joint representation would be inappropriate), may elect to assume the defense of such proceeding with any third party claim with, at its own expense, counsel reasonably satisfactory to the indemnified party andparty, after by giving written notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceeding, the third party claim no later than ten (10) Business Days after the indemnified party gives notice of the assertion of a third party claim under Section 10.8(a). If the indemnifying party will notelects to assume the defense of a third party claim (i) it shall diligently conduct the defense and, as so long as it diligently conducts such the defense, shall not be liable to the indemnified party under this Section 12 for any indemnified party’s fees of other counsel or any other expenses with respect to the defense of such proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceeding, the third party claim other than reasonable costs of investigation, and (ii) the party claiming indemnification shall cooperate fully with the indemnifying party and make available to the indemnifying party all pertinent information under its control; provided that the indemnified party may participate in any proceeding with counsel of its choice at its expense. No compromise or settlement of such third party claim may be effected by the indemnifying party without the indemnified party’s written consent (which consent shall not be unreasonably withheld, conditioned or delayed). (c) The Stockholders’ Representative (or, in the event indemnification is being sought hereunder directly from a Seller Indemnifying Party, such Seller Indemnifying Party), at its sole cost and expense, may assume and manage the defense of a third party claim, with counsel reasonably acceptable to Buyer, if such third party claim seeks only monetary damages and the potential aggregate Damages arising from such third party claim, when taken together with all other outstanding claims for indemnification by the Buyer Indemnified Parties, would not reasonably be expected to exceed the amount of the Escrow Fund then held in escrow by Escrow Agent. In no event shall the Stockholders’ Representative or the Seller Indemnifying Parties have the right to assume or manage the defense of any third party claim or matter (i) that primarily involves or is primarily related to Taxes, (ii) to which the Stockholders’ Representative or any Securityholder is also a party and Buyer determines in good faith that joint representation would be inappropriate, (iii) if the potential aggregate Damages arising from such third party claim, when taken together with all other outstanding claims for indemnification by the Buyer Indemnified Parties, could reasonably be expected to exceed the amount of the Escrow Fund then held by Escrow Agent (or, in the event indemnification is being sought hereunder directly from a Seller Indemnifying Party, the amount set forth in Section 10.5(c)), (iv) if the third party claim seeks relief other than monetary damages, (v) if the subject matter of the third party claim relates to the ongoing business of the Surviving Corporation, any of its Affiliates, or any of the Buyer Indemnified Parties and, if decided against the Surviving Corporation, any of its Affiliates or any of the Buyer Indemnified Parties, would adversely affect the ongoing business or reputation of the Surviving Corporation, any of its Affiliates or any of the Buyer Indemnified Parties, or (vi) if the Stockholders’ Representative (or, in the event indemnification is being sought hereunder directly from a Seller Indemnifying Party, such Seller Indemnifying Party) does not or is not diligently defending against such third party claim. If the indemnifying party Stockholders’ Representative (or, in the event indemnification is being sought hereunder directly from a Seller Indemnifying Party, such Seller Indemnifying Party) assumes the defense of a proceeding, third party claim (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding such third party claim are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party Stockholders’ Representative (or, in the event indemnification is being sought hereunder directly from a Seller Indemnifying Party, such Seller Indemnifying Party or such Seller Indemnifying Party’s representative) without the indemnified party's Buyer’s written consent unless the sole relief provided is monetary damages that are paid in full by the indemnifying party(which consent shall not be unreasonably withheld, conditioned or delayed); and (iii) the indemnified party Buyer Indemnified Parties will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice In addition, if an indemnified party determines in good faith that there is given a reasonable probability that a third party claim may materially and adversely affect it or any Affiliate other than as a result of monetary damages for which it would be entitled to an indemnifying party of the commencement of any proceeding and the indemnifying party does notrelief under this Agreement, within ten days after the indemnified party's notice is givenparty may, give by notice to the indemnified indemnifying party, assume the exclusive right to defend, compromise or settle such third party claim. After the full release of its election the Escrow Fund in accordance with the terms of the Escrow Agreement, in the event that there is no Stockholders’ Representative and the Buyer makes a claim for Damages against more than one of the Securityholders, such Securityholders shall jointly appoint one designated representative to assume represent them and manage the defense of any third party claim (if the defense is (and can be) assumed by such proceedingSecurityholders pursuant to the terms of this Agreement) in connection with such claim and Buyer shall be entitled to deal with and rely on the decisions of such representative. (d) In connection with any such Proceeding or claim involving a third party, the indemnifying party will Securityholders, the Stockholders’ Representative and Buyer shall, and shall cause their respective Affiliates to, cooperate with each other and provide each other with reasonable access to relevant books and records in their possession. (e) The Stockholders’ Representative, on behalf of each Securityholder, hereby consents to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Buyer Indemnified Party for purposes of any claim that a Buyer Indemnified Party may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be bound by any determination made served on the Securityholders and the Stockholders’ Representative with respect to such a claim anywhere in such proceeding or any compromise or settlement effected by the indemnified partyworld.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly Within a reasonable time after receipt by an indemnified party under Section 12.1 or 12.2 of notice of the commencement of any proceeding Proceeding against itan indemnified party under Section 5.1 or Section 5.2, such indemnified party will, if a claim is to be made against an indemnifying party under such Sectionparty, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that it is fully and finally adjudicated in an appropriate Proceeding, based on evidence and the indemnifying party demonstrates law, that the defense of such action is prejudiced by the indemnifying party's ’s failure to give such notice. (b) If any proceeding Proceeding referred to in Section 12.4(a5.7(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate), to assume the defense of such proceeding Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 5 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingProceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will shall not be conclusively established construed to establish or otherwise evidence for purposes of this Agreement that the claims made in that proceeding Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's ’s consent unless (A) there is no finding or admission of any violation of Law or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within ten twenty (20) days after the indemnified party's ’s notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will be bound by any determination made in such proceeding Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Without prejudice to the right of any indemnified party or indemnifying party to contest the jurisdiction of any court in which a Proceeding is brought by a third party against any indemnified party, and solely for the purposes of complying with the indemnifying party’s obligations under Section 5, the indemnifying party hereby consents to the non-exclusive jurisdiction of any court in which a Proceeding is brought by a third party against any indemnified party for purposes of any claim that an indemnified party may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on such Persons with respect to such a claim anywhere in the world.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 6.9(a) or 12.2 6.9(b) of notice of the commencement of any proceeding against itit by a third party (not a Party or Affiliate of a Party to this Agreement), such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim. If the indemnified party fails to notify the indemnifying party within 30 days of receipt of notice of the third party claim, then the indemnity with respect to the subject matter of such claim shall continue, but shall be limited to the damages that would have nonetheless resulted absent the indemnified party's failure to notify the indemnifying party will not relieve in the time required above after taking into account such actions as could have been taken by the indemnifying party of any liability that had it may have to any received timely notice from the indemnified party, except to the extent that the indemnifying party demonstrates that the defense of . If such action notice is prejudiced by the indemnifying party's failure to give such notice. (b) If any proceeding referred to in Section 12.4(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingtimely given, the indemnifying party will be entitled to participate in such proceeding and, to the extent that it wishes (unless the indemnifying party is also a party to such proceeding and the indemnified party determines in good faith that joint representation would be inappropriate)wishes, to may assume the defense of such proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingproceeding with counsel satisfactory to the indemnified party, the indemnifying party will not, as long as it diligently conducts such defense, not be liable to the indemnified party under this Section 12 6.9 for any fees of other counsel or any other expenses with respect to the defense of such proceeding, in each case subsequently proceeding incurred by the indemnified party in connection with the defense of after such proceeding, other than reasonable costs of investigationnotice. If the indemnifying party assumes the defense of a the proceeding, (i1) it will be conclusively established that for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; and (ii2) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's consent Consent unless (A) there is no finding or admission of any violation of legal requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding and the indemnifying party does not, within ten 30 days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceeding, the indemnifying party will be bound by any determination made in such proceeding or any compromise or settlement effected by the indemnified party, provided, however, that the indemnifying party is otherwise obligated to indemnify the indemnified party pursuant to this Section 6.9.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly (but in no event more than 30 days) after receipt by a Buyer Indemnified Person or a Seller Indemnified Person (an "indemnified party party") under Section 12.1 ----------------- Sections 11.2, 11.3 or 12.2 11.4 of notice of the commencement of any proceeding Proceeding ------------- ---- ---- against it, such indemnified party will, if a claim is to be made against an indemnifying party under any such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice. Thereafter the indemnified party shall deliver to the indemnifying party, promptly following receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to such claim. (b) If any proceeding Proceeding referred to in Section 12.4(a11.7(a) is brought against --------------- an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless the indemnifying party is also a party to such proceeding and the indemnified party determines in good faith that joint representation would be inappropriate)wishes, to assume the defense of such proceeding Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 Article XI for any fees of other counsel or any ---------- other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceeding, other than reasonable costs of investigationProceeding. If the indemnifying party assumes the defense of a proceedingProceeding, all the indemnified parties shall cooperate fully in the defense or prosecution thereof. Such cooperation shall include the retention and (iupon the indemnifying party's request) it will be conclusively established for purposes the provision to the indemnifying party of this Agreement records and information that the claims made in that proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or such claims may be effected reasonably requested by the indemnifying party or that are reasonably relevant to such Proceeding, and making employees available on a mutually convenient basis during normal business hours to provide additional information and explanation of any material provided hereunder. If the indemnifying party assumes the defense of a Proceeding, the indemnifying party shall not, without the indemnified party's prior written consent, settle or compromise any Proceeding or consent to the entry of any judgment with respect to any Proceeding unless such settlement, compromise or judgment: (i) contains no finding or admission of any violation of Legal Requirements or any violation of the sole relief provided is monetary rights of any Person and no effect on any other claims that may be made against the indemnified party; (ii) requires solely the payment of money damages that are paid in full by the indemnifying party; and (iii) includes as an unconditional term thereof the release by the claimant or the plaintiff of the indemnified party will have no from all liability with in respect to any compromise or settlement of such claims effected without its consentProceeding. If notice is given An indemnified party shall be entitled to reimbursement for all costs, fees and expenses (including the fees and expenses of counsel employed by the indemnified party) for any period during which an indemnifying party has not assumed the defense thereof (other than during any period in which the indemnified party shall have failed to give notice of the commencement Proceeding as provided above). (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its Related Persons other than as a result of any proceeding and monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such Proceeding, but the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice will not owe any indemnification payment to the indemnified party of its election to assume the defense of such proceedingwith respect to, the indemnifying party will or be bound by by, any determination made in such proceeding of a Proceeding so defended or any compromise or settlement effected by without its consent. (d) Parent, GPX and Sellers hereby consent to the indemnified partynon-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on Parent, GPX and Sellers with respect to such a claim anywhere in the world.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt If any claim shall be asserted by an indemnified any third party under Section 12.1 or 12.2 of notice of the commencement of any proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such SectionIndemnified Person, give notice to the indemnifying party of the commencement promptly and in all events within fourteen (14) days after learning of such claim, but the Party receiving notice of such claim shall notify the Party from whom indemnification may be sought under this Agreement (each Party in such capacity, an “Indemnifying Party”) of such claim, provided, however, that the failure so to notify the indemnifying party provide such notice will not relieve the indemnifying party of any Indemnifying Party from any liability for indemnification that it such Indemnifying Party may have to any indemnified party, except and only to the extent that the indemnifying party Indemnifying Party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice. The Indemnified Person shall permit the Indemnifying Party to defend against such claim, at the Indemnifying Party’s sole expense, provided that the Indemnifying Party proceeds in good faith, expeditiously and diligently. The Indemnified Person shall, at its option and expense, have the right to participate in any defense undertaken by the Indemnifying Party with legal counsel of their own selection and at their expense. The Parties will cooperate fully in any such action and shall make available to each other any books or records useful for the defense of such claim. No settlement or compromise of any claim may be made by the Indemnifying Party without the prior written consent of the Indemnified Person unless: (a) before such settlement or compromise, the Indemnifying Party acknowledges in writing its obligation to pay in full the amount of the settlement or compromise and all associated expenses and (b) the Indemnified Person is furnished with security reasonably satisfactory to the Indemnified Person that the Indemnifying Party will in fact pay such amount and such expenses or the Indemnifying Party obtains a release of the Indemnified Person from all liability in respect of such claim. Notwithstanding the foregoing, if the actual or potential defendants in or targets of, any such action include both the Indemnifying Party and the Indemnified Person and the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it or that are different from or in addition to those available to the Indemnifying Party, then, the Indemnified Person shall have the right to participate in any defense undertaken by the Indemnifying Party with legal counsel of their own selection and its costs and expenses shall be included as part of the indemnification obligation of such Indemnifying Party hereunder; provided, however, that the Indemnified Person shall not settle any claim without the prior written consent of such Indemnifying Party, which consent shall not be unreasonably withheld or delayed. If the Indemnified Person should elect to exercise such right, such Indemnifying Party shall have the right to participate in, but not control, the defense or settlement of such claim at its sole cost and expense. (b) If Seller hereby consents to the non-exclusive jurisdiction of any court in which a proceeding referred to in Section 12.4(a) is brought against any Indemnified Person for purposes of any claim that an indemnified party and it gives notice to the indemnifying party of the commencement of such proceeding, the indemnifying party will be entitled to participate in such proceeding and, to the extent that it wishes (unless the indemnifying party is also a party Indemnified Person may have under this Agreement with respect to such proceeding or the matters alleged therein, and the indemnified party determines in good faith agree that joint representation would process may be inappropriate), to assume the defense of such proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 for any fees of other counsel or any other expenses served on Seller with respect to such a claim anywhere in the defense of such proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or such claims may be effected by the indemnifying party without the indemnified party's consent unless the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceeding, the indemnifying party will be bound by any determination made in such proceeding or any compromise or settlement effected by the indemnified partyworld.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 10.2, 10.4, or 12.2 (to the extent provided in the last sentence of Section 10.3) Section 10.3 of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice. (b) If any proceeding Proceeding referred to in Section 12.4(a10.6(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will will, unless the claim involves Taxes, be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such proceeding Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 10 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingProceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will be bound by any determination made in such proceeding Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Sellers hereby consent to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on Sellers with respect to such a claim anywhere in the world.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Indemnified Person (which term shall include the Shareholder for purposes of this Section 12.1 or 12.2 9.6) of notice of the commencement of any proceeding against it, such indemnified party Indemnified Person will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified partyIndemnified Person, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying partyIndemnified Person's failure to give such notice. (b) If any proceeding referred to in Section 12.4(a9.6(a) is brought against an indemnified party Indemnified Person and it gives notice to the indemnifying party of the commencement of such proceeding, the indemnifying party will will, unless the claim involves taxes, be entitled to participate in such proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding and the indemnified party Indemnified Person determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such proceeding and provide indemnification with respect to such proceeding), to assume the defense of such proceeding with counsel satisfactory to the indemnified party Indemnified Person and, after notice from the indemnifying party to the indemnified party Indemnified Person of its election to assume the defense of such proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party Indemnified Person under this Section 12 9 for any fees of other counsel or any other expenses with respect to the defense of such proceeding, in each case subsequently incurred by the indemnified party Indemnified Person in connection with the defense of such proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified partyIndemnified Person's consent unless (A) there is no finding or admission of any violation of applicable laws or any violation of the rights of any person and no effect on any other claims that may be made against the Indemnified Person, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party Indemnified Person will have no liability with respect to any compromise or settlement of such claims effected without its consentconsent (which may not be unreasonably withheld). If notice is given to an indemnifying party of the commencement of any proceeding and the indemnifying party does not, within ten (10) days after the indemnified party's such notice is given, give written notice to the indemnified party Indemnified Person of its election to assume the defense of such proceedingproceeding or specifically deny all liability and responsibility therefor, including the basis for such denial, the indemnifying party will be bound by any determination made in such proceeding or any compromise or settlement effected by the indemnified Indemnified Person, reasonably and in good faith. In the event that the Shareholder denies liability hereunder as provided above, and the parties are required to litigate or arbitrate such denial, the prevailing party in such action shall also be entitled to recover its attorneys' fees and cost of collection or defense, as appropriate. (c) Notwithstanding the foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Person may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such proceeding, but the indemnifying party will not be bound by any determination of a proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 or 12.2 10.2 of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice. (b) If any proceeding Proceeding referred to in Section 12.4(a10.9(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such proceeding Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 10 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingProceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will be bound by any determination made in such proceeding Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Seller hereby consents to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on Seller with respect to such a claim anywhere in the world.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an any indemnified party under Section 12.1 or 12.2 of written notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such SectionSection 10.2, give prompt written notice prior to the expiration of the Survival Period to the indemnifying party of the commencement of such claim, but the failure to promptly notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any such indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying such indemnified party's ’s failure to give such noticeprompt notice or where such notice is given after the expiration of the Survival Period. (b) If any proceeding Proceeding referred to in Section 12.4(a10.5(a) is brought against an any indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless the indemnifying party is also a party to such proceeding and the indemnified party determines in good faith that joint representation would be inappropriate)wishes, to assume the defense of such proceeding Proceeding with counsel satisfactory of its choosing; provided that the indemnifying party shall not be entitled to assume or continue sole control of the defense of any Proceeding if (i) the Proceeding relates to or arises in connection with any criminal conduct, (ii) the Proceeding seeks an injunction or equitable relief against any indemnified party, (iii) the Proceeding has or would reasonably be expected to result in Damages in excess of the amounts available for indemnification pursuant to Section 10.4, (iv) the Proceeding would reasonably be expected to have a material adverse effect on the indemnified party’s business with any customers, suppliers, vendors or other service providers, or (v) the indemnifying party and, after has denied that such Proceeding is subject to indemnification pursuant to this Article 10. After notice from the indemnifying party to the such indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it the indemnifying party diligently conducts such defense, be liable to the such indemnified party under this Section 12 Article 10 for any fees of other counsel or any other expenses with respect to the defense of retained by such proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or such claims may be effected by the indemnifying party without the indemnified party's consent unless the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceeding, the indemnifying party will be bound by any determination made in such proceeding or any compromise or settlement effected by the indemnified partyProceeding.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 10.2 or 12.2 10.3, or of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice. (b) If any proceeding Proceeding referred to in Section 12.4(a10.8(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will will, unless the claim involves Taxes, be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such proceeding Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 10 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingProceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will be bound by any determination made in such proceeding Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an a party indemnified party under Section 12.1 8.1, 8.2 or 12.2 8.3 of notice of the commencement of any proceeding Proceeding against it, such by a Third Party, any indemnified party will, if a claim is to be made against an indemnifying party under such Section, give written notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying indemnified party's ’s failure to give such notice. (b) If any proceeding Proceeding referred to in Section 12.4(a8.6(a) is brought against an indemnified party and it gives written notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will be entitled may elect to participate in assume the defense of such proceeding and, Proceeding with counsel reasonably satisfactory to the extent that it wishes indemnified party (unless the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate), to assume the defense inappropriate under applicable standards of such proceeding with counsel satisfactory to the indemnified party legal ethics) and, after written notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will shall not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 Article VIII for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceeding, other than reasonable costs of investigationProceeding. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's ’s consent (which consent shall not be unreasonably withheld, conditioned or delayed) unless (i) the compromise or settlement does not involve any statement, finding or admission of any fault of, breach of Contract by, or violation of Law by, the indemnified party, and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If written notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within ten thirty (30) days after the indemnified party's ’s notice is given, give written notice to the indemnified party of its *** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission. election to assume the defense of such proceedingProceeding, the indemnified party may assume control of the defense of such Proceeding with counsel of its own choosing, at the cost of the indemnifying party, and the indemnifying party will be bound by any determination made in such proceeding Proceeding or any compromise or settlement effected by the indemnified party. This Section 8.6 shall not apply to Tax Contests, which shall be governed by Section 6.7(b). (c) Each party shall make available to the other all records and other materials reasonably required to contest any claim and shall cooperate fully with the other in the defense of all such claims. Information disclosed by one party to the other shall be kept confidential.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 5.2 or 12.2 Section 5.3 of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice. (b) If any proceeding Proceeding referred to in Section 12.4(a5.4(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will will, unless the claim involves taxes, be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such proceeding Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 5.4 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingProceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceeding, Proceeding; (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's consent unless (1) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (2) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii3) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will be bound by any determination made in such proceeding Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Seller hereby consents to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding on the matters alleged therein, and agree that process may be served on Seller with respect to such claim anywhere in the world.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 10.2 or 12.2 10.3 of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but subject to Schedule 1 hereof the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice. (b) If any proceeding Proceeding referred to in Section 12.4(a10.5(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will will, unless the claim involves Taxes, be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such proceeding Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 10 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingProceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will be bound by any determination made in such proceeding Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Sellers hereby consent to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on Sellers with respect to such a claim anywhere in the world.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 11.2 or 12.2 11.3, of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claimclaim (notice to the Sellers shall be adequate if given to the Sellers’ Representative), but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's ’s failure to give such notice. (b) If any proceeding Proceeding referred to in Section 12.4(a11.5 (a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding (notice to the Sellers shall be adequate if given to the Sellers’ Representative), the indemnifying party will be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate), inappropriate due to the existence of a conflict of interest or divergence of litigation strategies between the indemnified party and the indemnifying party) to assume the defense of such proceeding Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 11 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingProceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's ’s consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within ten days after the indemnified party's ’s notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will be bound by any determination made in such proceeding Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Sellers hereby consent to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on Sellers with respect to such a claim anywhere in the world. (e) If any third party claim is of a kind for which the indemnified party or the Company maintains liability insurance, the indemnified party shall make a claim under such insurance policy, and the indemnifying party’s obligation to indemnify the indemnified party will be reduced by the amount of the insurance proceeds actually received by the indemnified party for such claim.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 or 12.2 this Article 10 of notice of a claim against it for indemnification brought under this Article 10 (a "Claim"), the commencement of any proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Sectionparty, give prompt written notice to the indemnifying party of the commencement of such claimClaim, but the failure to promptly notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying indemnified party's failure to give such prompt notice. Such notice shall contain a description in reasonable detail of facts upon which such Claim is based and, to the extent known, the amount thereof. (b) If any proceeding Claim referred to in Section 12.4(a) this Article 10 is brought made by a third party against an indemnified party and it such indemnified party gives written notice to the indemnifying party of the commencement of such proceedingClaim, the indemnifying party will be entitled to participate in such proceeding the defense of Claim and, to the extent that it wishes (unless the indemnifying party is also a party to such proceeding and the indemnified party determines in good faith that joint representation would be inappropriate), to assume the defense of such proceeding with counsel satisfactory to the indemnified party Claim and, after written notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingthe Claim, the indemnifying party shall assume such defense and will not, as long as it diligently conducts such defense, not be liable to the indemnified party under this Section 12 Article 10 for any fees of other counsel or any other expenses with respect to the defense of such proceeding, the Claim in each case subsequently incurred by the indemnified party in connection with the defense of such proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or such claims may be effected by the indemnifying party without the indemnified party's consent unless the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceeding, the indemnifying party will be bound by any determination made in such proceeding or any compromise or settlement effected by the indemnified party.Claim

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) 10.9.1 Promptly after receipt by an indemnified party under Section 12.1 10.2 or 12.2 (to the extent provided in the last sentence of Section 10.3) Section 10.3 of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice. (b) 10.9.2 If any proceeding Proceeding referred to in Section 12.4(a) 10.5 is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will will, unless the claim involves Taxes, be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriateinappropriate or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such proceeding Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 Article 10 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingProceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will be bound by any determination made in such proceeding Proceeding or any compromise or settlement effected by the indemnified party. 10.9.3 Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 10.2, 10.4, or 12.2 (to the extent provided in the last sentence of Section 10.3) Section 10.3 of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice. (b) If any proceeding Proceeding referred to in Section 12.4(a10.8(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will will, unless the claim involves Taxes, be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such proceeding Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 Article 10 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingProceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will be bound by any determination made in such proceeding Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Sellers hereby consent to the nonexclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on Sellers with respect to such a claim anywhere in the world.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party Indemnified Person under Section 12.1 Sections 8.2 or 12.2 8.3 of notice of the commencement of any proceeding Proceeding against it, such indemnified party Indemnified Person will, if a claim is to be made against an indemnifying party Indemnified Person under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party Indemnified Person will not relieve the indemnifying party of any liability that it may have to any indemnified partyIndemnified Person, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying partyIndemnified Person's failure to give such notice. (b) If any proceeding Proceeding referred to in Section 12.4(a8.6(a) is brought against an indemnified party Indemnified Person and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding Proceeding and the indemnified party Indemnified Person determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such proceeding Proceeding with counsel satisfactory to the indemnified party Indemnified Person and, after notice from the indemnifying party to the indemnified party Indemnified Person of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party Indemnified Person under this Section 12 8 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party Indemnified Person's in connection with the defense of such proceedingProceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or such claims may be effected by the indemnifying party without the indemnified party's consent unless the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceeding, the indemnifying party will be bound by any determination made in such proceeding or any compromise or settlement effected by the indemnified party.-------------------------------------------------------------------------------- EXECUTION COPY

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt upon being notified by an indemnified a third party with respect to a matter which may give rise to a claim for indemnification under Section 12.1 10.1 or 12.2 of notice of the commencement of any proceeding against it10.2, such indemnified party willwill promptly, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced adversely affected by the indemnifying party's failure to give such noticenotice or such notice is given after the expiration of the applicable survival period contained herein. (b) If any proceeding claim referred to in Section 12.4(a10.6(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingclaim, the indemnifying party will be entitled to participate in the defense of such proceeding claim and, to the extent that it wishes (unless the indemnifying party is also a party to such proceeding claim and the indemnified party determines in good faith that joint representation would be inappropriate)) and accepts full liability for such claim, to assume the defense of such proceeding claim with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingclaim, the indemnifying party will not, as long as it diligently and in good faith conducts such defense, be liable to the indemnified party under this Section 12 10 for any fees of other counsel or any other expenses with respect to the defense of such proceedingclaim, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingclaim, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceedingthird party claim, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iiiii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceeding, the indemnifying party will be bound by any determination made in such proceeding or any compromise or settlement effected by the indemnified party.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 or 12.2 10.2 of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice. (b) If any proceeding Proceeding referred to in Section 12.4(a10.5(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will will, be entitled to participate in such proceeding and, to the extent that it wishes (unless the indemnifying party is also a party to such proceeding and the indemnified party determines in good faith that joint representation would be inappropriate), to assume the defense of such proceeding with counsel satisfactory to the indemnified party Proceeding and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 10 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingProceeding, other than reasonable costs of investigationprovided that the indemnified party will be entitled to participate in such Proceeding, at the indemnified party’s expense to the extent that it wishes if the indemnifying party is also a party to such Proceeding. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's ’s consent unless the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice . (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is given a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to an indemnifying party of the commencement of any proceeding and the indemnifying party does notindemnification under this Agreement, within ten days after the indemnified party's notice is givenparty may, give by notice to the indemnified party of its election to indemnifying party, assume the defense of exclusive right to defend, compromise, or settle such proceedingProceeding, but the indemnifying party will not be bound by any determination made in such proceeding of a Proceeding so defended or any compromise or settlement effected by the indemnified partywithout its consent, nor liable for costs of defense.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under this Section 12.1 or 12.2 10 of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice. (b) If any proceeding Proceeding referred to in Section 12.4(a10.9(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will will, unless the claim involves Taxes, be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such proceeding Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 10 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingProceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's consent unless the sole relief provided (A) there is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceeding, the indemnifying party will be bound by any determination made in such proceeding or any compromise or settlement effected by the indemnified party.no

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 or 12.2 of notice of the commencement of any proceeding Proceeding against itan indemnified party under Section 8.2 or Section 8.3 that involves an assertion of a claim from a third party, such indemnified party will, if a claim is to be made against an indemnifying party under such Section(other than a Tax Contest, which is governed by Section 5.7(c) hereof), give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's ’s failure to give such notice. Any notice of a claim, event or matter as to which indemnity may be sought will include a reasonably detailed description of such claim, event or matter, the basis of the claim for indemnification, copies of material documentation reasonably accessible to or in the possession of the indemnified party that the indemnified party believes supports such claim for indemnification and a good faith estimate (if capable of then being estimated) of the amount of Damages incurred or which reasonably could be expected to be incurred by the indemnified party in connection with such claim. (b) If any proceeding Proceeding referred to in Section 12.4(a8.6(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will will, unless the claim involves Taxes or the assertion of criminal liability, be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith after consultation with counsel that joint representation would be inappropriate), to assume the defense of such proceeding Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceeding, the Proceeding. The indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 8 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingProceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding Proceeding are within the scope of and subject to indemnification; (ii) no the Party controlling defense shall keep the other Party reasonably informed of the status thereof and may not compromise or settlement or settle such claims may be effected by without the other Party’s consent; provided, however, that the indemnifying party Party may compromise or settle such claims without the indemnified party's Party’s consent unless if (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person by the indemnified Party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consentParty. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within by the date which is ten (10) days after prior to the date upon which the indemnified party's notice party is givenrequired to provide its first response to the claims which are the subject of such Proceeding (subject to any extensions to such response time actually obtained), give notice to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will be bound by any determination made in such proceeding Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party Indemnified Person under Section 12.1 12.2 or 12.2 12.3 of notice of the commencement of any proceeding claim (a “Proceeding”) against it, such indemnified party willIndemnified Person shall, if a claim is to be made against an indemnifying party under such Sectionsection, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified partyIndemnified Person, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's Indemnified Person’s failure to give such notice. (b) If any proceeding proceedings referred to in Section 12.4(a) is brought against an indemnified party Indemnified Person and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will shall be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless the indemnifying party is also a party to such proceeding Proceeding and the indemnified party Indemnified Person determines in good faith that joint representation would be inappropriate), ) to assume the defense of such proceeding Proceeding with counsel reasonably satisfactory to the indemnified party Indemnified Person and, after notice from the indemnifying party to the indemnified party Indemnified Person of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party Indemnified Person under this Section Article 12 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party Indemnified Person in connection with the defense of such proceedingProceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's Indemnified Person’s consent unless (A) there is no finding or admission of any violation of legal requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the Indemnified Person, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iiiii) the indemnified party Indemnified Person will have no liability with respect to any compromise or settlement of such claims effected without its consentthe consent of such Indemnified Person. If notice is given In no event will the Indemnified Person consent to an indemnifying party the entry of any judgment or enter into any settlement with respect to a Proceeding without the prior written consent of the commencement of any proceeding and the indemnifying party does notIndemnifying Person, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceeding, the indemnifying party will which consent shall not be bound by any determination made in such proceeding or any compromise or settlement effected by the indemnified partyunreasonably withheld.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 10.2, 10.4, or 12.2 10.3 of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying indemnified party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying indemnified party's failure to give such notice. (b) If any proceeding Proceeding referred to in Section 12.4(a10.9(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will will, unless the claim involves Taxes, be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such proceeding Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 10 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingProceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will be bound by any determination made in such proceeding Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Sellers hereby consent to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on Sellers with respect to such a claim anywhere in the world.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) i. Promptly after receipt by an indemnified party under Section 12.1 12.b. or 12.2 12.c. of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give prompt notice in writing to the indemnifying party of the assertion and commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice. (b) ii. If any proceeding Proceeding referred to in Section 12.4(a) 12.g.i. is brought against an indemnified party and it the indemnified party gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate), inappropriate because of a conflict of interest) the indemnifying party shall be entitled to assume the defense of such proceeding Proceeding with counsel reasonably satisfactory to the indemnified party and, after party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding within fifteen (15) days after the indemnified party has given notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 12.g. for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceeding, other than reasonable costs of investigationProceeding. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; (ii1) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii2) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consentconsent (other than in accordance with clause (1) hereof), which will not be unreasonably withheld. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within ten fifteen (15) days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingProceeding, then the indemnifying party will remain responsible for any Damages the indemnified party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Proceeding to the fullest extent provided by this Section 12. iii. EACH PARTY HEREBY CONSENTS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES COURT IN WHICH A PROCEEDING IS BROUGHT AGAINST ANY INDEMNIFIED PERSON FOR PURPOSES OF ANY CLAIM THAT AN INDEMNIFIED PERSON MAY HAVE UNDER THIS AGREEMENT WITH RESPECT TO SUCH PROCEEDING OR THE MATTERS ALLEGED THEREIN, AND AGREE THAT PROCESS MAY BE SERVED ON IT WITH RESPECT TO SUCH A CLAIM ANYWHERE IN THE UNITED STATES. iv. The provisions of this Section 12.g. will not be bound by any determination made deemed to apply to the matters set forth in Section 12.b.v. of Seller's Disclosure Schedule; it being understood that Seller has already assumed the defense of such proceeding or any Proceedings and will have the right, in its sole discretion, to compromise or settlement effected settle such matters, without Buyer's or an Acquired Company's consent or participation. Buyer's rights with respect to such matters will instead be limited to the right to be informed from time to time by Seller with respect to the indemnified partystatus of such matters, subject in any case to confidentiality concerns of Seller or Seller's counsel. In addition, the provisions of this Section 12.g. will not apply with respect to proceedings related to Taxes, which and proceedings shall be governed by Sections 13.e.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 or 12.2 of notice of the existence or commencement of any proceeding Proceeding or other third party claim against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Sectionparty, give written notice to the indemnifying party of the existence and commencement of such claim, together with a copy of any documents or pleadings associated therewith, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice. (b) If any proceeding referred to in Section 12.4(a) Proceeding or other third party claim is brought against an indemnified party, or if an indemnified party is subject to or the subject of any Proceeding, and it gives notice to the indemnifying party of the existence or commencement of such proceedingProceeding or other third party claim, the indemnifying party will be entitled to participate in such proceeding and, to the extent that it wishes shall have ten (unless the indemnifying party is also a party to such proceeding and 10) days after receipt of the indemnified party determines in good faith that joint representation would be inappropriate), party's notice to assume the defense of responsibility for such proceeding Proceeding or other third party claim with counsel reasonably satisfactory to the indemnified party and, after party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding or other third party claim, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 Article X for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding or other third party claim, in each case subsequently incurred by the indemnified party in connection with the defense of such proceeding, other than reasonable costs of investigationProceeding. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it there will be conclusively established for purposes of this Agreement a rebuttable presumption that the claims made in that proceeding Proceeding or other third party claim are within the scope of and subject to indemnification, unless a court of competent jurisdiction or such other competent tribunal determines that such claims are not subject to indemnification hereunder; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's consent, which consent shall not be unreasonably withheld, unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice , which consent shall not be unreasonably withheld. (c) Notwithstanding the foregoing, PRG shall have, at its option and at its cost and expense (and without the right to seek indemnification from Stockholders with respect to such cost and expense), the exclusive right to defend the following: (i) any claim for or Proceeding relating to Taxes; (ii) any claim or Proceeding in which equitable relief is given sought but only with respect to an indemnifying party and to the extent of the commencement defense against such equitable relief (it being understood that the defense of any proceeding claim for monetary damages, as opposed to equitable relief, shall be controlled by subparagraph (iii) below); and (iii) any other claim or Proceeding but only if (x) PRG determines in good faith that there is a reasonable probability that such claim or Proceeding may adversely affect it or its affiliates, including Xxxx, and (y) PRG agrees at the indemnifying party does nottime it elects to assume such defense to pay twenty-five percent (25%) of any damages awarded in, within ten days after or amount payable in settlement of, such claim or Proceeding. (d) In the indemnified partyevent that PRG assumes defense of a claim as provided in paragraph (c) above, PRG shall promptly notify Stockholders of the claim, PRG's notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingclaim, and the basis for such election. Stockholders shall have the right to participate in, but not control, the indemnifying party defense of such claim or Proceeding, at their sole cost and expense. In addition, Stockholders will not be bound by any determination made in such proceeding or any compromise or settlement of the Proceeding or other third party claim effected by without the indemnified partyconsent of Stockholders holding, in the aggregate, a majority of the outstanding shares of Xxxx Stock on the Closing Date, which consent may not be unreasonably withheld.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Sections 9.2, 9.4, or to the extent provided in the last sentence of Section 12.1 or 12.2 9.3, Section 9.3 of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that 52 52 the defense of such action is prejudiced by the indemnifying party's failure to give such notice. (b) If any proceeding Proceeding referred to in Section 12.4(a9.7(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such proceeding Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 9 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingProceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will be bound by any determination made in such proceeding Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Sellers hereby consent to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 9.2 or 12.2 9.3 of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action actions is prejudiced by the indemnifying indemnified party's failure to give such notice. (b) If any proceeding Proceeding referred to in Section 12.4(a) 9.5 is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will will, unless the claim involves Taxes, be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding Proceeding and the indemnified indemnifying party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such proceeding Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 9 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingProceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made claims (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that proceeding are within the scope there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates other than as a result of and subject monetary damages for which it would be entitled to indemnification; (ii) no compromise or settlement or such claims may be effected by the indemnifying party without indemnification under this Agreement, the indemnified party's consent unless the sole relief provided is monetary damages that are paid in full party may, by notice to the indemnifying party; and (iii) , assume the indemnified party will have no liability with respect exclusive right to any defend, compromise or settlement of settle such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding and the indemnifying party does notProceeding, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceeding, but the indemnifying party will not be bound by any determination made in such proceeding of a Proceeding so defended or any compromise or settlement effected by the indemnified partywithout its consent (which may not be unreasonably withheld).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 or 12.2 of notice of the commencement of any proceeding Proceeding against itan indemnified party under Section 8.2 or Section 8.3, such indemnified party will, if a claim is to be made against an indemnifying party under such Sectionparty, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's ’s failure to give such notice. (b) If any proceeding Proceeding referred to in Section 12.4(a8.9(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will will, unless the claim involves Taxes, be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate), to assume the defense of such proceeding Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 8 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceeding, other than reasonable costs of investigationProceeding. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's ’s consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within ten business (10) days after the indemnified party's ’s notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will be bound by any determination made in such proceeding Proceeding or any compromise or settlement effected by the indemnified party provided such indemnified party acts in good faith in the assumption of such defense of such Proceeding. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) The Parties hereby consent to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any indemnified party for purposes of any claim that an indemnified party may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on such Persons with respect to such a claim anywhere in the world.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 or 12.2 in this Article 11 of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Sectionarticle, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying indemnified party's failure to give such notice. (b) If any proceeding Proceeding referred to in Section 12.4(a11.5(a) above is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will will, unless the claim involves Taxes, be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriateinappropriate or the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such proceeding Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 section for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingProceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceeding, Proceeding: (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's consent unless there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party and the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within ten (10) days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will be bound by any determination made in such proceeding Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its Related Persons other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its written consent (which may not be unreasonably withheld).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 11.2 or 12.2 11.3 of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Sectionsection, give notice to the indemnifying party and the Agent of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice. (b) If any proceeding referred to in Section 12.4(a) Proceeding is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will will, unless the claim involves Taxes, be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such proceeding Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 Article XI for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingProceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of a Law or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within ten business days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will be bound by any determination made in such proceeding Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) The Company hereby consents to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agrees that process may be served on the Company with respect to such a claim anywhere in the world.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. If, after the Closing Date, either a Buyer Indemnified Person or Seller Indemnified Person, as the case may be (a) Promptly after receipt by an indemnified party under Section 12.1 or 12.2 of the "INDEMNITEE"), receives notice of any third-party claim or alleged third-party claim asserting the commencement existence of any proceeding against it, such indemnified party will, if matter of a claim nature as to which the Indemnitee is entitled to be made against an indemnifying party indemnified under such Sectionthis Agreement, give notice to the indemnifying party of Indemnitee shall promptly notify Seller, or Buyer, as the commencement of such claimcase may be (the "INDEMNITOR"), in writing with respect thereto, but the failure to notify the indemnifying party Indemnitor will not relieve the indemnifying party Indemnitor of any liability that it may have to any indemnified partyan Indemnitee, except to the extent that the indemnifying party Indemnitor demonstrates that the defense of such action is has been prejudiced by the indemnifying partyIndemnitee's failure to give such notice. . The Indemnitor will have the right to defend against any such claim provided (a) that the Indemnitor, within ten (10) days after the giving of such notice by Indemnitee, notifies Indemnitee in writing that (i) Indemnitor disputes such claim and gives reasons therefor, and (ii) Indemnitor will, at its own cost and expense, defend the same, and (b) If any proceeding referred to in Section 12.4(a) such defense is brought against an indemnified party instituted and it gives notice to the indemnifying party of the commencement of such proceeding, the indemnifying party will be entitled to participate in such proceeding and, to the extent that it wishes (unless the indemnifying party is also a party to such proceeding and the indemnified party determines continuously maintained in good faith that joint representation would be inappropriate)by Indemnitor. Indemnitee may, if it so elects, designate its own counsel to assume participate with the defense counsel selected by Indemnitor in the conduct of such proceeding with counsel satisfactory defense. Indemnitor will not permit any lien or execution to attach to the indemnified party andassets of Indemnitee as a result of such claim, and the Indemnitor shall provide such bonds or deposits as are necessary to prevent the same. In any event, Indemnitor will keep Indemnitee fully advised as to the status of such defense. If Indemnitor is given notice of a claim as aforesaid and fails to notify Indemnitee of its election to defend such claim within the time prescribed herein, or after having elected to defend such claim fails to institute and maintain such defense as prescribed herein, or if such defense is unsuccessful then, in any such event, the Indemnitor shall fully satisfy and discharge the claim within ten (10) days after notice from the indemnifying party Indemnitee requesting Indemnitor to the indemnified party of its election to assume the defense of such proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 for any fees of other counsel or any other expenses with respect to the defense of such proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceeding, other than reasonable costs of investigationdo so. If the indemnifying party Indemnitor assumes the defense of a proceeding, any action or proceeding (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; (iiy) no compromise or settlement or of such claims may be effected by the indemnifying party Indemnitor without the indemnified partyIndemnitee's consent unless (A) there is no finding or admission of any violation of any legal requirement or any violation of the rights of any Person and no effect on any other claims that may be made against the Indemnitee, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying partyIndemnitor; and (iiiz) the indemnified party Indemnitee will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceeding, the indemnifying party will be bound by any determination made in such proceeding or any compromise or settlement effected by the indemnified party.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 6.2, 6.4, or 12.2 (to the extent provided in the last sentence of Section 6.3) Section 6.3 of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice. (b) If any proceeding Proceeding referred to in Section 12.4(a6.9(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will will, unless the claim involves Taxes, be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such proceeding Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 6 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingProceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iiiii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice . (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is given a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to an indemnifying party of the commencement of any proceeding and the indemnifying party does notindemnification under this Agreement, within ten days after the indemnified party's notice is givenparty may, give by notice to the indemnified party of its election to indemnifying party, assume the defense of exclusive right to defend, compromise, or settle such proceedingProceeding, but the indemnifying party will not be bound by any determination made in such proceeding of a Proceeding so defended or any compromise or settlement effected by the indemnified partywithout its consent (which may not be unreasonably withheld).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 10.2 or 12.2 10.4 of notice of the commencement of any proceeding Proceeding against itit (or, in the case of a claim for indemnification by Buyer under Section 10.2(d) hereof, upon receipt of a notice from an insurance carrier denying coverage or rejecting a claim relating to the litigation referenced in such Section), such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claimProceeding, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice. (b) If any proceeding Proceeding referred to in Section 12.4(a10.8(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such proceeding Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 10 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceeding, other than reasonable costs of investigationProceeding. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's consent (which consent shall not be unreasonably withheld or delayed) unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within ten business days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingProceeding or its determination that the claim is not subject to indemnification hereunder, the indemnifying party will be bound by any determination made in such proceeding Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) 10.5.1 Promptly after receipt by an indemnified party under Section 12.1 10.2, 10.4, or 12.2 (to the extent provided in the last sentence of Section 10.3) Section 10.3 of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice. (b) 10.5.2 If any proceeding Proceeding referred to in Section 12.4(a) 10.5.1 is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will will, unless the claim involves Taxes, be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such proceeding Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 10 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingProceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will be bound by any determination made in such proceeding Proceeding or any compromise or settlement effected by the indemnified party. 10.5.3 Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). 10.5.4 Sellers hereby consent to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on Sellers with respect to such a claim anywhere in the world.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 If any Person shall claim indemnification hereunder arising from any claim or 12.2 demand or potential claim or demand of notice a third party, the Party seeking indemnification (the “Indemnified Party”) shall notify the Party from whom indemnification is sought (the “Indemnifying Party”) in writing of the commencement of any proceeding against it, basis for such indemnified party will, if a claim is to be made against an indemnifying party under or demand and such Section, give notice to shall set forth the indemnifying party nature of the commencement claim or demand in reasonable detail. The failure of such claim, but the failure Indemnified Party to so notify the indemnifying party will Indemnifying Party shall not relieve the indemnifying party Indemnifying Party of any liability that it may have to any indemnified party, indemnification obligation hereunder except to the extent that the indemnifying party demonstrates that the defense of such action claim or demand is prejudiced by the indemnifying party's failure to give such notice. (b) If any proceeding referred to in Section 12.4(a) Proceeding is brought by a third party against an indemnified party Indemnified Party and it the Indemnified Party gives notice to the indemnifying party of Indemnifying Party pursuant to Section 9.4(a), the commencement Indemnifying Party may assume the defense and control the settlement of such proceedingProceeding. The Indemnified Party shall, in its sole discretion, have the indemnifying party will right to employ separate counsel (who may be entitled selected by the Indemnified Party in its sole discretion) in any such Proceeding and to participate in such proceeding andthe defense thereof, to the extent that it wishes (unless the indemnifying party is also a party to such proceeding and the indemnified party determines in good faith that joint representation would fees and expenses of such counsel shall be inappropriate), to assume paid by such Indemnified Party. If the Indemnified Party assumes the defense of such proceeding Proceeding pursuant to Section 9.4(c) because of the failure of the Indemnifying Party to conduct such defense in good faith, the fees and expenses of such counsel shall be paid by the Indemnifying Party. The Indemnified Party shall cooperate fully with the Indemnifying Party and its counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume in the defense or settlement of such proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 for any fees of other counsel or any other expenses with respect to the defense of such proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceeding, other than reasonable costs of investigationProceeding. If the indemnifying party Indemnifying Party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party Indemnifying Party without the indemnified party's Indemnified Party’s consent unless (i) there is no finding or admission of any violation of Legal Requirements or the rights of any Person by the Indemnified Party and no material adverse effect on the Indemnified Party with respect to any other claims that may be made against it, and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and Indemnifying Party. (iiic) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If (i) notice is given to an indemnifying party the Indemnifying Party of the commencement of any proceeding third party Proceeding and the indemnifying party Indemnifying Party does not, within ten (10) days after the indemnified party's Indemnified Party’s notice is given, give notice to the indemnified party Indemnified Party of its election to assume the defense of such proceedingProceeding, or (ii) having assumed the defense of such Proceeding, the indemnifying party will be bound by any determination made Indemnifying Party fails to conduct such defense in such proceeding or any good faith, then the Indemnified Party shall (upon notice to the Indemnifying Party) have the right to undertake the defense, compromise or settlement effected of such Proceeding; provided that no compromise or settlement of such Proceeding may be affected by the indemnified partyIndemnified Party without the Indemnifying Party’s consent, if (A) the Indemnifying Party will be liable for any amounts to be paid to compromise or settle the Proceeding, (B) there is a finding or admission of any violation by the Indemnifying Party of any Legal Requirement or the rights of any Person, or (C) the compromise or settlement would have a material adverse effect on the Indemnifying Party with respect to any other claims that may be made against it. The Indemnifying Party shall reimburse the Indemnified Party for the costs and expenses of defending against the third party Proceeding (including reasonable attorneys’ fees and expenses) and the Indemnifying Party shall remain responsible for any Damages arising from or related to such third party Proceeding to the extent provided in this Article IX. The Indemnifying Party may elect to participate in such Proceedings, negotiations or defense at any time at its own expense.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 10.2 or 12.2 10.3 of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying indemnified party's failure to give such notice. (b) If any proceeding Proceeding referred to in Section 12.4(a10.8(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will will, unless the claim involves Taxes, be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate), ) to assume the defense of such proceeding Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 10 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingProceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified indemnifying party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will be bound by any determination made in such proceeding Proceeding or any good faith compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by, or obligated to provide indemnification with respect to (unless the basis therefor is established by a separate Proceeding) any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) The parties hereto hereby consent to the non-exclusive jurisdiction of any court in which a Proceeding is brought by any other party other than a Buyer Indemnified Person or a Shareholder Indemnified Person against any indemnified party for purposes of any claim that an indemnified party may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on each party hereto with respect to such a claim anywhere in the world; provided, applicable Legal Requirements are complied with.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 or 12.2 Indemnified Person of notice of the commencement of any proceeding against it, such indemnified party Indemnified Person will, if a claim is to be made against an indemnifying party under such Section, promptly give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified partyIndemnified Person, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying partyIndemnified Person's failure to give such notice. (b) If any proceeding referred to in Section 12.4(a6.6(a) is brought against an indemnified party Indemnified Person and it gives notice to the indemnifying party of the commencement of such proceeding, the indemnifying party will will, unless the claim involves taxes, be entitled to participate in such proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding and the indemnified party Indemnified Person determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such proceeding and provide indemnification with respect to such proceeding), to assume the defense of such proceeding with counsel reasonably satisfactory to the indemnified party Indemnified Person and, after notice from the indemnifying party to the indemnified party Indemnified Person of its election to assume the defense of such proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party Indemnified Person under this Section 12 6 for any fees of other counsel or any other expenses with respect to the defense of such proceeding, in each case subsequently incurred by the indemnified party Indemnified Person in connection with the defense of such proceeding, other than reasonable costs of investigation. The indemnifying party may elect not to assume the defense of a proceeding until such time as its indemnification obligation hereunder is established. If the indemnifying party assumes the defense of a proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; , (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified partyIndemnified Person's consent unless (A) there is no finding or admission of any violation of applicable laws or any violation of the rights of any person and no effect on any other claims that may be made against the Indemnified Person, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party Indemnified Person will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding and the indemnifying party does not, within ten twenty (20) days after the indemnified party's such notice is given, give notice to the indemnified party Indemnified Person of its election to assume the defense of such proceeding, the indemnifying party will be bound by any determination made in such proceeding or any compromise or settlement effected by the indemnified Indemnified Person. Notwithstanding the foregoing, the filing of an answer, appearance or pre-answer motions by the indemnifying party in order to preserve the rights of the Indemnified Party due to a filing deadline shall not in itself constitute its election to assume the defense of a claim hereunder. (c) Notwithstanding the foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Person may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such proceeding, but the indemnifying party will not be bound by any determination of a proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Sellers hereby consent to the non-exclusive jurisdiction of any court in which a proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such proceeding or the matters alleged therein, and agree that process may be served on Sellers with respect to such a claim anywhere in the world.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party Party under Section 12.1 10.2, or 12.2 10.3 of notice of the commencement of any proceeding Proceeding against it, such indemnified party Party will, if a claim Claim is to be made against an indemnifying party Party under such Section, give written notice to the indemnifying party Party of the commencement of such claimClaim, but the failure to notify the indemnifying party Party will not relieve the indemnifying party indemnified Party of any liability that it may have to any indemnified partyParty, except to the extent that the indemnifying party demonstrates that the defense of such action Party is actually prejudiced by the indemnifying party's indemnified Party’s failure to give such notice. (b) If any proceeding Proceeding referred to in Section 12.4(a10.6(a) is brought against an indemnified party Party and it gives notice to the indemnifying party Party of the commencement of such proceedingProceeding, the indemnifying party Party will be entitled to participate in assume (at its own cost and expense, regardless of the ultimate outcome of such proceeding and, to the extent that it wishes (unless the indemnifying party is also a party to such proceeding and the indemnified party determines in good faith that joint representation would be inappropriate), to assume Proceeding) the defense of such proceeding Proceeding with counsel reasonably satisfactory to the indemnified party Party and, after notice from the indemnifying party Party to the indemnified party Party of its election to assume the defense of such proceedingProceeding, the indemnifying party Party will not, as long as it diligently conducts such defense, be liable to the indemnified party Party under this Section 12 Article X for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party Party in connection with the defense of such proceedingProceeding, other than reasonable costs of investigation. If the indemnifying party Party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party Party without the indemnified party's Party’s consent (which consent shall not be unreasonably withheld) unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified Party, and (B) the sole relief provided or agreement or commitment made is payment of monetary damages that damages, which are paid in full by the indemnifying party; Party, and (iiiii) the indemnifying Party shall be liable for the full amount of monetary Damages to the indemnified party will have no liability with respect Party, without regard to any compromise or settlement of such claims effected without its consentlimitation that otherwise might apply pursuant to Section 10.5(a). If notice is given to an indemnifying party Party of the commencement of any proceeding Proceeding and the indemnifying party Party does not, within ten 15 business days after the indemnified party's Party’s notice is given, give notice to the indemnified party Party of its election to assume the defense of such proceedingProceeding, the indemnifying party will indemnified Party shall be bound by any determination made in entitled to assume such proceeding or defense; provided that the indemnified Party shall not effect any compromise or settlement effected of such Proceeding without the prior written consent of the indemnifying Party (which may not be unreasonably withheld). If the indemnified Party assumes the defense of any Proceedings for any reason, the indemnified Party shall conduct such defense with the same care that a reasonably prudent and sophisticated business person would use if it were financially responsible for the outcome of such Proceedings. (c) Notwithstanding the foregoing, if an indemnified Party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified Party may, by notice to the indemnifying Party, participate in the defense of such proceeding and the reasonable costs and expenses of such participation shall be paid by the indemnifying Party. (d) Seller hereby consents to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any indemnified Party for purposes of any claim that an indemnified Party may have under this Agreement with respect to such Proceeding or the matters alleged therein by a third party, and agree that process may be served on Seller with respect to such a claim anywhere in the world. (e) Notwithstanding anything to the contrary in this Agreement, Buyer shall not settle any Tax-related Proceeding without Seller’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, if the resolution of such Proceeding reasonably could be expected to adversely affect the Tax liability or Tax attributes of Seller, its Affiliates or any of the Assets for any Pre-Closing Period, including the pre-Closing portion of any Straddle Period.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 11.2 or 12.2 of notice of the commencement Section 11.3 of any proceeding claim against itit by any Person, other than a Party to this Agreement and its Affiliates, that is subject to indemnification hereunder, such indemnified party will, if a claim is to be made against an indemnifying party under such Sectionthis ARTICLE 11, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action claim is prejudiced by the indemnifying indemnified party's ’s failure to give such notice. (b) If any proceeding claim referred to in this Section 12.4(a) 11.7 is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingclaim, the indemnifying party will be entitled to participate in the defense of such proceeding claim and, to the extent that it wishes (unless (x) the indemnifying party is also a party to such proceeding claim and the indemnified party determines in good faith that joint representation would be inappropriate, or (y) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such claim and provide indemnification with respect to such claim), to assume the defense of such proceeding claim with counsel satisfactory to the indemnified party party, acting reasonably, and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingclaim, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 ARTICLE 11 for any fees of other counsel or any other expenses with respect to the defense of such proceedingclaim, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingclaim, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceedingclaim, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's ’s consent unless (A) there is no finding or admission of any violation of Applicable Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. Each indemnified party hereby grants to the indemnifying party, to the extent permitted by law or by the terms of the indemnified party’s insurance policies then in force, a right of subrogation to proceed against the particular third party or parties in question, and seek to recover therefrom any amounts to which such indemnifying party may be lawfully entitled. (c) If notice is given to an indemnifying party of the commencement of any proceeding claim and the indemnifying party does not, within ten (10) days after the indemnified party's ’s notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingclaim, the indemnifying party will be bound by any determination made in such proceeding claim or any compromise or settlement effected by the indemnified party. (d) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a claim may adversely affect it or its Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such claim, but the indemnifying party will not be bound by any determination of a claim so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 10.2 or 12.2 10.4, of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice. (b) If any proceeding Proceeding referred to in Section 12.4(a10.6(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such proceeding Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 10 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingProceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will be bound by any determination made in such proceeding Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Sellers hereby consent to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on Sellers with respect to such a claim anywhere in the world.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 13.2 or 12.2 Section 13.3 of notice of the commencement of any proceeding Proceeding against itit (a “Third Party Claim”), such indemnified party willshall, if a claim is to may be made against an indemnifying party under such SectionSection (and if the indemnifying party is Xxxxxx, without regard to whether the Xxxxxx Deductible has been exceeded), give notice to the indemnifying party of the commencement of such claim, but the . The failure to timely notify the indemnifying party will not shall relieve the indemnifying party of any liability that it may have to any indemnified party. For purposes of this Section 13.5(a), except to such notice is timely given if provided in writing with 90 days of the extent that the indemnifying party demonstrates that the defense indemnified party’s receipt of such action is prejudiced by the indemnifying party's failure to give such noticeThird Party Claim. (b) If any proceeding referred to in Section 12.4(a) is brought against an indemnified The indemnifying party and it gives shall have the right, upon written notice to the indemnifying indemnified party within 30 days of receipt of notice from the indemnified party of the commencement of such proceedingThird Party Claim, to assume the defense thereof with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. Such defense shall be at the expense of the indemnifying party will be entitled to participate in such proceeding andparty, to the extent that it wishes (unless the indemnifying party is also a party to Xxxxxx, in which event such proceeding and defense shall be at the expense of the indemnified party determines in good faith that joint representation would until the Xxxxxx Deductible is reached, and thereafter such defense shall be inappropriate), to assume at the expense of Xxxxxx. If the indemnifying party assumes and continues the defense of such proceeding with counsel satisfactory to Third Party Claim, the indemnified party andshall have the right to employ separate counsel and to participate in (but not control) the defense thereof, after notice from but the fees and expenses of such counsel shall be at the expense of the indemnified party, unless the indemnifying party to the indemnified party of its election to assume does not pursue the defense of such proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 for any fees of other counsel or any other expenses with respect to the defense of such proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceeding, other than a reasonable costs of investigationmanner. If the indemnifying party assumes the defense of a proceedingany Third Party Claim, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or such claims may be effected by indemnified party shall cooperate with the indemnifying party without in such defense and make available to the indemnifying party all witnesses, pertinent records, materials and information in the indemnified party's consent unless possession or under the sole relief provided indemnified party's control relating thereto as is monetary damages that are paid in full reasonably required by the indemnifying party; . If the indemnifying party assumes and (iii) continues the defense of any Third Party Claim, the indemnified party will have no shall not admit any liability with respect to, or settle, compromise or discharge, or offer to compromise, settle or discharge, such Third Party Claim without the indemnifying party's prior written consent unless the indemnifying party withdraws from the defense of such Third Party Claim or unless a final judgment from which no appeal may be taken by or on behalf of the indemnifying party is entered against the indemnified party for such Third Party Claim. If the indemnified party assumes the defense of any such claims or proceeding pursuant to this Section 13.5(b) and proposes to settle such claims or proceeding prior to a final judgment thereon or to forgo any appeal with respect thereto, then the indemnified party shall act reasonably as to such settlement of the claims or proceedings and shall give the indemnifying party prompt written notice thereof. (c) If the indemnifying party assumes and continues the defense of a Third Party Claim, the indemnifying party may enter into any compromise or settlement of such claims effected without its consent. If notice is given the prior written consent of the indemnified party, subject to an the following conditions: (i) the indemnifying party shall pay or cause to be paid all amounts arising out of such settlement either concurrently with the effectiveness thereof or shall obtain and deliver to such indemnified party prior to the execution of such settlement a complete and irrevocable general release of all Persons who brought such Third Party Claim, which release shall release such indemnified party, its affiliates and their respective directors, security holders, officers, employees, consultants and agents from any liability in such manner, (ii) the indemnifying party shall not be authorized to encumber any of the commencement assets of any proceeding indemnified party or to agree to any restriction that would apply to any indemnified party or its affiliates or to their respective conduct of business, (iii) such settlement does not involve the imposition of equitable remedies or leave unsettled related claims for equitable remedies, (iv) such settlement does not involve criminal or quasi-criminal matters or admissions, and (v) the indemnified party does not in good faith believe that such settlement would establish a practice that could reasonably be expected to have a material adverse effect on other Proceedings to which it may be or may in the future become a party. (d) Subject to Section 13.5(c), if a firm offer is made to settle a Third Party Claim and the indemnifying party does notdesires to accept and agree to such offer, within ten days after the indemnified party's notice is given, indemnifying party will give written notice to the indemnified party of to that effect. If the indemnified party objects to such settlement in writing within ten business days after its election to assume the defense receipt of such proceedingnotice, the indemnified party may continue to contest or defend such Third Party Claim and, in such event, the maximum liability of the indemnifying party as to such Third Party Claim will be bound by any determination made in not exceed the amount of such proceeding or any compromise or settlement effected by the indemnified partyoffer.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 10.2 or 12.2 10.3, of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except and only to the extent that the indemnifying party demonstrates that the defense of such action is materially prejudiced by the indemnifying party's failure to give such notice. (b) If any proceeding Proceeding referred to in Section 12.4(a10.5(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate), to assume the defense of such proceeding Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 10 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingProceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's consent (not to be unreasonably withheld) unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iiiii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within ten thirty (30) days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will be bound by any determination made in such proceeding Proceeding or any compromise or settlement effected by the indemnified party (provided that no settlement may be effected without the indemnifying party's prior consent (which consent shall not be unreasonably withheld or delayed)). (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party and subject to the indemnifying party's right to participate, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) The parties agree to treat any indemnity payment made pursuant to this Agreement as an adjustment to the Merger Consideration for federal, state, local and foreign tax purposes.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 10.2, Section 10.4, or 12.2 (to the extent provided in the last sentence of Section 10.3) Section 10.3 of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is materially prejudiced by the indemnifying party's failure to give such notice. (b) If any proceeding Proceeding referred to in Section 12.4(a10.9(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such proceeding Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 Article 10 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingProceeding, other than reasonable costs of investigation. In all events, Sellers shall be entitled to participate in any Proceeding in respect of a claim that involves Taxes that relate to any period prior to the Closing. If the indemnifying party assumes the defense of a proceeding, Proceeding: (iA) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding Proceeding are within the scope of and subject to indemnification; (iiB) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's consent unless (1) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (2) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iiiC) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will be bound by any determination made in such proceeding Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Sellers hereby consent to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on Sellers with respect to such a claim anywhere in the world.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 ss.ss.10.2 or 12.2 10.3 of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice; provided, however, that if the indemnified party intentionally failed to give such notice, the indemnifying party will be deemed to have been prejudiced by the amount of attorneys' fees incurred with respect thereto through the date notice is received by the indemnifying party and the indemnifying party will not be required to indemnify the indemnified party for such attorneys' fees. (b) If any proceeding Proceeding referred to in Section 12.4(ass.10.6(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will will, unless the claim involves Taxes (as to any such claims involving Taxes, the Buyer must select counsel satisfactory to the Sellers, it being acknowledged and agreed that Squire, Sandxxx & Xempxxx X.X.P. is satisfactory to the Sellers), be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such proceeding Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 Article X for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingProceeding, other than reasonable costs of investigationinvestigation and monitoring of defense of such Proceeding. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within ten (10) days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will be bound by any determination made in such proceeding Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) The Sellers hereby consent to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on them with respect to such a claim anywhere in the world.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 11.2 or 12.2 11.3 of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice. (b) If any proceeding Proceeding referred to in Section 12.4(a11.5(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will will, unless the claim involves Taxes, be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such proceeding Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 11 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingProceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will be bound by any determination made in such proceeding Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Each party hereby consents to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on such party with respect to such a claim anywhere in the world.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 13B, 13C or 12.2 13D (an "indemnified party") of notice of the commencement of any proceeding against itthird-party claim that may give rise to an indemnification obligation under Section 13, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, will give notice to the each party against whom indemnity may be sought (an "indemnifying party party") in writing of the commencement of such claimclaim together with the estimated amount of such claim (if known), but the failure to notify and the indemnifying party will not relieve or parties shall have the right to assume the defense (at the indemnifying party or parties' expense) of any liability that it may have to such claim through counsel of the indemnifying party or parties own choosing by so notifying the indemnified party within 30 days of the first receipt by any indemnifying party of such notice from the indemnified party, . Failure to give notice of commencement of a claim shall not affect the indemnification obligations hereunder except to the extent that the of actual prejudice. The indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice. (b) If any proceeding referred to in Section 12.4(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceeding, the indemnifying party will be entitled to participate in such proceeding and, to the extent that it wishes (unless the indemnifying party is also a party to such proceeding and the indemnified party determines in good faith that joint representation would be inappropriate), to assume the defense of such proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceeding, the indemnifying party will not, as long as it diligently conducts such defense, or parties shall be liable to for the indemnified party under this Section 12 for any fees and expenses of other counsel or any other expenses with respect to the defense of such proceeding, in each case subsequently incurred employed by the indemnified party in connection with for any period during which the indemnifying party or parties have not assumed the defense of any such proceeding, other than reasonable costs of investigationthird-party claim. If the indemnifying party assumes or parties assume such defense, the indemnified party shall have the right to participate in the defense of a proceedingthereof and to employ counsel, (i) it will be conclusively established for purposes of this Agreement that at its own expense, separate from the claims made in that proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or such claims may be effected counsel employed by the indemnifying party without or parties, it being understood that the indemnifying party or parties shall control such defense. Without the consent of the indemnified party's consent unless the sole relief provided is monetary damages that are paid in full by , the indemnifying party; party or parties shall not consent to, and (iii) the indemnified party will have no shall not be required to agree to, the entry of any judgment or enter into any settlement unless such judgment or settlement (i) includes as an unconditional term thereof the giving of a release from all liability with respect to any compromise such claim by each claimant or settlement plaintiff to each indemnified party that is the subject of such claims effected without its consentthird-party claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of an indemnified party. If notice is given to an indemnifying party of the commencement of any proceeding a claim and the indemnifying party does not, within ten 30 days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingclaim, the indemnifying party will be bound by any determination made in such proceeding claim or any compromise or settlement effected by the indemnified party.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 10.2, 10.4, or 12.2 (to the extent provided in the last sentence of Section 10.3) Section 10.3 of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the 50 commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice. (b) If any proceeding Proceeding referred to in Section 12.4(a10.9(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will will, unless the claim involves Taxes, be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such proceeding Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 10 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingProceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will be bound by any determination made in such proceeding Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Sellers hereby consent to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on Sellers with respect to such a 51 claim anywhere in the world.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 12.2 or 12.2 12.4, or (to the extent provided in the last sentence of Section 12.3) Section 12.3 of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except and only to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice. (b) If any proceeding Proceeding referred to in Section 12.4(a12.7(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will will, unless the claim involves Taxes not related to the Acquired Companies, be entitled to participate in such proceeding Proceeding with respect to the Acquired Companies and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate), to assume the defense of such proceeding with counsel satisfactory to the indemnified party and, after notice from or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its election affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the defense of exclusive right to defend, compromise, or settle such proceedingProceeding, but the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 for any fees of other counsel or any other expenses with respect to the defense of such proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or such claims may be effected by the indemnifying party without the indemnified party's consent unless the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceeding, the indemnifying party will not be bound by any determination made in such proceeding of a Proceeding so defended or any compromise or settlement effected by the indemnified partywithout its consent (which may not be unreasonably withheld).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 9.2 or 12.2 9.3 of notice of the commencement of any proceeding against itit (a "Proceeding"), such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice. (b) If any proceeding Proceeding referred to in Section 12.4(a9.4(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will will, unless the claim involves Taxes, be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such proceeding Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 ARTICLE IX for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingProceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of a Law or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within ten business days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will be bound by any determination made in such proceeding Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Notwithstanding Section 11.4 hereof, each of the Company and HomeCom hereby consents to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any indemnified party for purposes of any claim that an indemnified party may have under this Agreement with respect to such Proceeding or the matters alleged therein.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 10.2, 10.3 or 12.2 10.4 of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice. (b) If any proceeding Proceeding referred to in Section 12.4(a10.5(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will will, unless the claim involves Taxes, be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such proceeding Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 10 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingProceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will be bound by any determination made in such proceeding Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Seller hereby consent to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agrees that process may be served on Seller with respect to such a claim anywhere in the world.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 10.2 or 12.2 10.3 of notice of the commencement assertion of any proceeding a Third-Party Claim against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement assertion of such claimThird-Party Claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action Third-Party Claim is prejudiced by the indemnifying party's ’s failure to give such notice. (b) If any proceeding Third-Party Claim referred to in Section 12.4(a10.7(a) is brought asserted against an indemnified party and it gives notice to the indemnifying party of the commencement assertion of such proceedingThird-Party Claim, the indemnifying party will be entitled to participate in the defense of such proceeding Third-Party Claim and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding Person against whom the Third-Party Claim is made and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Third-Party Claim and provide indemnification with respect to such Third-Party Claim), to assume the defense of such proceeding Third-Party Claim with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingThird-Party Claim, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 10 for any fees of other counsel or any other expenses with respect to the defense of such proceedingThird-Party Claim, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingThird-Party Claim, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceedingThird-Party Claim, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding Third-Party Claim are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's ’s consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement assertion of any proceeding Third-Party Claim and the indemnifying party does not, within ten days after the indemnified party's ’s notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingThird-Party Claim, the indemnifying party will be bound by any determination made in such proceeding Third-Party Claim or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Third-Party Claim may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Third-Party Claim, but the indemnifying party will not be bound by any determination of a Third-Party Claim so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Seller hereby consents to the non-exclusive jurisdiction of any court in which a Third-Party Claim is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Third-Party Claim or the matters alleged therein, and agrees that process may be served on Seller with respect to such a claim anywhere in the world.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 10.2 or 12.2 Section 10.3 of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice. (b) If any proceeding Proceeding referred to in Section 12.4(a10.6(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will will, unless the claim involves Taxes, be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such proceeding Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 10 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingProceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will be bound by any determination made in such proceeding Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Seller hereby consent to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on Seller with respect to such a claim anywhere in the world.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 or 12.2 of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such SectionSection 10.2 or Section 10.3, give notice notice, setting forth the factual basis for such claim in reasonable detail to the extent known, to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice. (b) If any proceeding Proceeding referred to in Section 12.4(a10.9(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless the indemnifying party is also a party to such proceeding and the indemnified party determines in good faith that joint representation would be inappropriate)wishes, to assume the defense of such proceeding Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 10 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceeding, other than reasonable costs of investigationProceeding. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's consent (not to be unreasonably withheld, delayed or conditioned) unless (A) there is no finding or admission of any violation of Legal Requirements, and (B) there is no liability or restriction on the sole relief provided is monetary damages that are paid in full by the indemnifying indemnified party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within ten twenty days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying indemnified party will be bound by any determination made in such proceeding or any shall diligently conduct the defense and shall not compromise or settlement effected settle such claims without the written consent of the indemnifying party, not to be unreasonably withheld, conditioned or delayed. In the event that Sellers are the indemnifying parties, Sellers' Representative shall have the right to act on behalf of Sellers, and control the defense of such claims, for all purposes of this Section 10.9(b) except with respect to a Seller Breach. (c) Sellers' Representative, on behalf of all Sellers, shall have the right to represent the Acquired Companies in, and control the defense of, the Department of Commerce Investigation. Buyer or the Acquired Companies shall pay all reasonable costs, expenses, settlements and fines incurred by the Acquired Companies or Sellers' Representative in defending the Department of Commerce Investigation (as such costs, expenses, settlements and fines are incurred) up to the amount accrued therefor on the Closing Balance Sheet and Sellers shall pay out of the Escrowed Proceeds all amounts in excess thereof, based upon their Pro Rata Share, within 10 business days of receipt of notice thereof. Sellers' Representative shall, however, (i) reasonably and in good faith consult with Buyer with respect to the defense of the Department of Commerce Investigation, (ii) afford Buyer the right to have representatives attend all conferences, hearings or proceedings in respect of the Department of Commerce Investigation (with timely notice provided thereof), and (iii) provide Buyer the opportunity to review and discuss any settlement proposals related thereto; provided, -------- however, Sellers' Representative shall not settle the Department of Commerce ------- Investigation without Buyer's prior written consent, not to be unreasonably withheld, delayed or conditioned, if there is any future material restriction (and for purposes of this Agreement, requirements with respect to training or compliance shall not be considered a material restriction) imposed on the Acquired Companies or Buyer or if such settlement would result in liability to the Acquired Companies or Buyer in excess of the amount accrued therefor on the Closing Balance Sheet (less the aggregate amount of costs, expenses, settlements and fines previously paid by Buyer or the Acquired Companies to Sellers' Representative pursuant to this Section 10.9(c)) for which Buyer is not indemnified partyby Sellers. The fees and expenses of any legal counsel retained with respect to the Department of Commerce Investigation other than legal counsel designated by the Sellers' Representative (i) shall be at the expense of Buyer and/or the Acquired Companies, (ii) shall not be applied against the amount accrued for the Department of Commerce Investigation on the Closing Balance Sheet, and (iii) shall not be subject to indemnification hereunder. Upon a final non-appealable determination or settlement of the Department of Commerce Investigation, Buyer shall pay to each Seller such Seller's Pro Rata Share of the excess, if any, of the amount accrued therefor on the Closing Balance Sheet over the aggregate amount of costs, expenses, settlements and fines previously paid by Buyer or the Acquired Companies pursuant to this Section 10.9(c)). Any such payment by Buyer shall be made within three business days of such final determination or settlement in accordance with the method for payment of the Adjustment Amount in Section 2.6(b). (d) Sellers' Representative, on behalf of all Sellers, shall have the right to represent the Acquired Companies with respect to, and control all, remediation activities arising out of the matters described in Section 3.19 if the total projected cost of such activities is less than the amount of the Overall Cap, as reduced for any prior claims.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 9.2, 9.4, or 12.2 (to the extent provided in the last sentence of Section 9.3) Section 9.3 of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Sectionsection, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice. (b) If any proceeding Proceeding referred to in Section 12.4(a9.9(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will will, unless the claim involves Taxes, be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such proceeding Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 9 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingProceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified indemnifying party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding and the indemnifying party does not, within ten (10) days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will be bound by any determination made in such proceeding Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Sellers hereby consent to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on Sellers with respect to such claim anywhere in the world.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) 10.6.1 Promptly after receipt by an indemnified party under Section 12.1 10.2 or 12.2 10.3 of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice. (b) 10.6.2 If any proceeding Proceeding referred to in Section 12.4(a) 10.6.1 is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will will, unless the claim involves Taxes, be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such proceeding Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 10 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingProceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will be bound ________________________________________________________________________________ * An asterisk indicates confidential material has been omitted from this document filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. by any determination made in such proceeding Proceeding or any compromise or settlement effected by the indemnified party. 10.6.3 Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent. 10.6.4 The Company hereby consents to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Buyer Indemnified Person for purposes of any claim that a Buyer Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on the Company with respect to such a claim anywhere in the world.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 10.2 or 12.2 10.3 of notice a written assertion by a third party of the commencement of any proceeding against ita claim to which Section 10.2 or Section 10.3 applies (a "Claim"), such indemnified party willshall, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claimClaim with reasonable particularity, but the failure to timely notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying indemnified party's failure to give such noticenotice in a timely manner. (b) If any proceeding Claim referred to in Section 12.4(a10.4(a) is brought made against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingClaim, the indemnifying party will will, unless the Claim involves Taxes, be entitled to participate in the defense of such proceeding Claim and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding Claim and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Claim and provide indemnification with respect to such Claim), to assume the defense of such proceeding Claim with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingClaim, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this such Section 12 for any fees of other counsel or any other expenses with respect to the defense of such proceeding, Claim in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingClaim, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceedingClaim, (ia) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding Claim are within the scope of and subject to indemnification; (iib) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's consent unless (i) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other Claims that may be made against the indemnified party; and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iiic) the indemnifying party and, except as set forth in foregoing clause (b), the indemnified party will have no liability with respect to any compromise or settlement of such claims Claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding a Claim and the indemnifying party does not, within ten thirty days after the indemnified party's notice is givengiven (or such shorter time period as is necessary to respond thereto), give notice to the indemnified party of its election to assume the defense of such proceedingClaim, the indemnifying party will be bound by any determination made in such proceeding with respect to said Claim or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Claim may adversely affect it or its respective Related Persons other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Claim, but the indemnifying party will not be bound by any determination of a Claim so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) 10.7.1. Promptly after receipt by an indemnified party under Section 12.1 10.2 or 12.2 10.3 of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice. (b) 10.7.2. If any proceeding Proceeding referred to in Section 12.4(a) 10.7.1 is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will will, unless the claim involves Taxes, be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such proceeding Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 10 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingProceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will be bound by any determination made in such proceeding Proceeding or any compromise or settlement effected by the indemnified party. 10.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 11.3 or 12.2 11.4 of notice of the commencement of any proceeding Proceeding against it, such indemnified party willshall, if a claim in respect thereof is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claimthereof, but the failure so to notify the indemnifying party will shall not relieve the indemnifying party it of any liability that it may have to any indemnified party, party except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give thereby. In case any such notice. (b) If any proceeding referred to in Section 12.4(a) is Proceeding shall be brought against an indemnified party and it gives shall give notice to the indemnifying party of the commencement of such proceedingthereof, the indemnifying party will shall, unless the claim involves Taxes, be entitled to participate in such proceeding therein and, to the extent that it wishes shall wish (unless (i) the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation representations would be inappropriateinappropriate or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect thereto), to assume the defense of such proceeding thereof with counsel satisfactory to the such indemnified party and, after notice from the indemnifying party to the such indemnified party of its election so to assume the defense of such proceedingthereof, the indemnifying party will not, as long as it diligently conducts such defense, shall not be liable to the such indemnified party under this such Section 12 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the such indemnified party in connection with the defense of such proceedingthereof, other than reasonable costs of investigation. If the an indemnifying party assumes the defense of such a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; (iia) no compromise or settlement or such claims thereof may be effected by the indemnifying indemnified party without the indemnified party's ’s consent unless (i) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; party and (iiib) the indemnified indemnifying party will shall have no liability with respect to any compromise or settlement of such claims thereof effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party it does not, within ten fifteen (15) days after the indemnified party's ’s notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingthereof, the indemnifying party will shall be bound by any determination made in such proceeding action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such Proceeding, but the indemnifying party shall not be bound by any determination of a Proceeding so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 11.2, 11.3, or 12.2 11.4 of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's ’s failure to give such notice. (b) If any proceeding Proceeding referred to in Section 12.4(a11.6(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will will, unless the claim involves Taxes, be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such proceeding Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 11 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingProceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's ’s consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within ten days after the indemnified party's ’s notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will be bound by any determination made in such proceeding Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) The Sellers hereby consent to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on the Sellers with respect to such a claim anywhere in the world.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 11.2 or 12.2 11.3 of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying indemnified party's failure to give such notice. (b) If any proceeding Proceeding referred to in Section 12.4(a11.7(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will will, unless the claim involves Taxes, be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such proceeding Proceeding with counsel reasonably satisfactory to the indemnified party and, after party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 11 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingProceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iiiii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an any indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will be bound by any determination made in such proceeding or any compromise or settlement effected Proceeding and shall pay all costs and fees incurred by the indemnified partyparty in defending such claim.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 9.2 or 12.2 9.4 of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party (or in the case of a claim pursuant to Section 9.2, to the Shareholders’ Representative) of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's ’s failure to give such notice. (b) If any proceeding Proceeding referred to in Section 12.4(a9.9(a) is brought against a Cirronet Shareholder, as an indemnified party hereunder, and it such Cirronet Shareholder gives notice to the indemnifying party Parent of the commencement of such proceedingProceeding, the indemnifying party Parent will be entitled to participate in such proceeding and, to the extent that it wishes (unless the indemnifying party is also a party to such proceeding and the indemnified party determines in good faith that joint representation would be inappropriate), to assume the defense of such proceeding Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceeding, the indemnifying party and will not, as long as it diligently conducts conduct such defense, be liable to . Notwithstanding the indemnified party under this Section 12 for any fees of other counsel or any other expenses with respect to the defense of such proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceedingforegoing, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party Parent without the indemnified party's ’s consent unless (A) there is no finding or admission of any violation of Laws by the indemnified party or any violation of the rights of any Person by the indemnified party and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; Parent and (iiiii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. . (c) If any Proceeding referred to in Section 9.9(a) is brought against an Indemnified Person, as an indemnified party hereunder, and such Indemnified Person gives notice is given to an indemnifying party the Shareholders’ Representative of the commencement of any proceeding and such Proceeding, the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to Parent will assume the defense of such proceedingProceeding with counsel satisfactory to the Shareholders’ Representative and will diligently conduct such defense. Parent will keep Shareholders’ Representative informed with respect to such Proceeding and will consult with Shareholders’ Representative as to key decisions, and will not settle such Proceeding without the indemnifying consent of Shareholders’ Representative, which consent will not be unreasonably withheld. Notwithstanding the foregoing, (i) no compromise or settlement of such claims may be effected by the Parent without the indemnified party’s consent unless (A) there is no finding or admission of any violation of Laws by the indemnified party or any violation of the rights of any Person by the indemnified party and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the Parent (and reimbursed to Parent pursuant to the set-off right of Section 9.8 hereof) and (ii) the indemnified party will be bound by any determination made in such proceeding or have no liability with respect to any compromise or settlement of such claims effected by the indemnified partywithout its consent.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 12.2 or 12.2 of notice of the commencement Section 12.3 of any proceeding claim against itit by any Person, other than the other party and its Affiliates, that is subject to indemnification hereunder, such indemnified party will, if a claim is to be made against an indemnifying party under such Sectionthis ARTICLE 12, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action claim is prejudiced by the indemnifying indemnified party's failure to give such notice. (b) If any proceeding claim referred to in this Section 12.4(a) 12.9 is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingclaim, the indemnifying party will will, unless the claim involves Taxes, be entitled to participate in the defence of such proceeding claim and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding claim and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such claim and provide indemnification with respect to such claim), to assume the defense of such proceeding claim with counsel satisfactory to the indemnified party party, acting reasonably, and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingclaim, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section ARTICLE 12 for any fees of other counsel or any other expenses with respect to the defense of such proceedingclaim, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingclaim, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceedingclaim, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Applicable Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. Each indemnified party hereby grants to the indemnifying party, to the extent permitted by law or by the terms of the indemnified party's insurance policies then in force, a right of subrogation to proceed against the particular third party or parties in question, and seek to recover therefrom any amounts to which such indemnifying party may be lawfully entitled. (c) If notice is given to an indemnifying party of the commencement of any proceeding claim and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingclaim, the indemnifying party will be bound by any determination made in such proceeding claim or any compromise or settlement effected by the indemnified party. (d) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a claim may adversely affect it or its Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such claim, but the indemnifying party will not be bound by any determination of a claim so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (e) Seller and Buyer, in their capacity as the indemnifying party, hereby consent to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any indemnified person for purposes of any claim that an indemnified person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on them with respect to such a claim anywhere in the world.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 11.2, or 12.2 11.3 of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying indemnified party's failure to give such notice. (b) If any proceeding Proceeding referred to in Section 12.4(a11.7(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will will, unless the claim involves Taxes, be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate), to assume the defense of such proceeding Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 11 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingProceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified indemnifying party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will be bound by any determination made in such proceeding Proceeding or any good faith compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by, or obligated to provide indemnification with respect to (unless the basis therefor is established by a separate Proceeding) any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) The parties hereto hereby consent to the non-exclusive jurisdiction of any court in which a Proceeding is brought by any other party other than a Buyer Indemnified Person or a Shareholder Indemnified Person against any indemnified party for purposes of any claim that an indemnified party may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on each party hereto with respect to such a claim anywhere in the world; provided, applicable Legal Requirements are complied with.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party Indemnified Party under Section 12.1 or 12.2 this Article 12 of notice of a claim or if the commencement of any proceeding against itIndemnified Party believes it is or could be entitled to indemnification under this Article 12 (collectively a "Claim"), such indemnified party the Indemnified Party will, if a claim is to be made against an indemnifying party under such SectionIndemnifying Party, give prompt written notice to the indemnifying party Indemnifying Party of the commencement of such claimClaim, but the failure to promptly notify the indemnifying party Indemnifying Party will not relieve the indemnifying party Indemnifying Party of any liability Liability that it may have to any indemnified partyIndemnified Party, except to the extent that the indemnifying party Indemnifying Party demonstrates that the defense of such action is prejudiced by the indemnifying partyIndemnified Party's failure to give such prompt notice. Such notice shall contain a description in reasonable detail of facts upon which such Claim is based and, to the extent known, the amount thereof. Such notice shall serve to preserve the Indemnified Party's claim for indemnity against the Indemnifying Party without regard to the expiration of the time periods set forth in Section 12.2 hereof. (b) If any proceeding Claim referred to in Section 12.4(a) this Article 12 is brought made by a third party against an indemnified party Indemnified Party and it such Indemnified Party gives written notice to the indemnifying party Indemnifying Party of the commencement of such proceedingClaim, the indemnifying party Indemnifying Party will be entitled to participate in such proceeding and, to the extent that it wishes (unless the indemnifying party is also a party to such proceeding and the indemnified party determines in good faith that joint representation would defense of Claim but under all circumstances HCC shall be inappropriate), entitled to assume the defense of such proceeding with counsel satisfactory to the indemnified party Claim and, after notice from thereafter, if HCC has so assumed the indemnifying party to the indemnified party of its election to assume the defense of such proceeding, the indemnifying party will not, as long as it diligently conducts such defense, no other Party hereto will be liable to the indemnified party under this Section Article 12 for any fees of other counsel or any other expenses with respect to the defense of such proceeding, the Claim in each case subsequently incurred by the indemnified party in connection with the defense of the Claim unless such proceeding, other than reasonable costs of investigationParty elects to retain its separate counsel. If HCC is not the indemnifying party assumes Indemnifying Party and elects, in writing, not to assume the defense, the Indemnifying Party shall assume the defense and HCC will not be liable for any fees or expenses with respect to the defense of a proceedingthe Claim, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject unless HCC elects to indemnification; (ii) no compromise or settlement or such claims may be effected by the indemnifying party without the indemnified party's consent unless the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without retain its consent. If notice is given to an indemnifying party of the commencement of any proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceeding, the indemnifying party will be bound by any determination made in such proceeding or any compromise or settlement effected by the indemnified partyseparate counsel.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 or 12.2 10.2, 10.4, 10.5 of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice. (b) If any proceeding Proceeding referred to in Section 12.4(a10.10(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will will, unless the claim involves Taxes, be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such proceeding Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 10 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingProceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will be bound by any determination made in such proceeding Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly Within 10 days after receipt by an indemnified party under Section 12.1 or 12.2 of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Sectionthis Section 10, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice. (b) If any proceeding referred to in Section 12.4(a) Proceeding is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceedings, the indemnifying party will will, be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such proceeding Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 10 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingProceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding the Proceeding are within the scope of or and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified indemnifying party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will be bound by any determination made in such proceeding Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may be unreasonably withheld). (d) Sellers hereby consent to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on Sellers with respect to such a claim anywhere in the world.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 or 12.2 of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Sectionthis Agreement, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice. (b) If any proceeding Proceeding referred to in Section 12.4(a11(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will will, unless the claim involves Taxes, be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such proceeding Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 Agreement for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingProceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole 50 relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will be bound by any determination made in such proceeding Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) The Sellers hereby consent to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on Sellers with respect to such a claim anywhere in the world.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 10.2 or 12.2 10.4 of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice. (b) If any proceeding Proceeding referred to in Section 12.4(a10.9(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such proceeding Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 10 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingProceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iiiii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within ten business days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnified party may retain its own legal counsel at the indemnifying party's expense until such time as the indemnifying party agrees to assume such defense. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding at its sole cost and expense, but the indemnifying party will not be bound by any determination made in such proceeding of a Proceeding so defended or any compromise or settlement effected by the indemnified partywithout its consent (which may not be unreasonably withheld).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 11.1 or 12.2 11.2 of notice of the commencement of any proceeding against itit by a third party (not a Party or Affiliate of a Party), such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the . The failure to notify the indemnifying party within thirty (30) days of receipt of the third party claim notice will not relieve the indemnifying party of any liability that it may have to any indemnified party, except party with respect to such claim only to the extent that the indemnifying party demonstrates that the defense of such action is actually prejudiced by the indemnifying party's failure to give provide such timely notice. (b) . If any proceeding referred to in Section 12.4(a) such notice is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingtimely given, the indemnifying party will be entitled to participate in such proceeding and, to the extent that it wishes (unless the indemnifying party is also a party to such proceeding and the indemnified party determines in good faith that joint representation would be inappropriate)wishes, to may assume the defense of such proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceeding, the indemnifying party will not, as long as it diligently conducts such defense, not be liable to the indemnified party under this Section 12 Article 11 for any fees of other counsel or any other expenses with respect to the defense of such proceeding, in each case subsequently proceeding incurred by the indemnified party in connection with the defense of after such proceeding, other than reasonable costs of investigationnotice. If the indemnifying party assumes the defense of a the proceeding, (i1) it will be conclusively established that for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; and (ii2) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of legal requirements or any violation of the rights of any person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding and the indemnifying party does not, within ten 30 days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceeding, the indemnifying party will be bound by any determination made in such proceeding or any compromise or settlement effected by the indemnified party, provided, however, that the indemnifying party is otherwise obligated to indemnify the indemnified party pursuant to this Article 11.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 6.2, 6.3, 6.3A, 6.3B or 12.2 6.4 of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice. (b) If any proceeding Proceeding referred to in Section 12.4(a6.9(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such proceeding Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 6 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingProceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will be bound by any determination made in such proceeding Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 10.2 or 12.2 10.3 of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice. (b) If any proceeding Proceeding referred to in Section 12.4(aSECTION 10.4(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will will, unless the claim involves Taxes, be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate), or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding) to assume the defense of such proceeding Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 10 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingProceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within ten (10) days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will be bound in accordance with the terms of SECTION 10 by any determination made in such proceeding Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Sellers hereby consent to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on Sellers with respect to such a claim anywhere in the world.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 10.2 or 12.2 10.3 of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is has been prejudiced by the indemnifying indemnified party's failure to give such notice. (b) If any proceeding Proceeding referred to in Section 12.4(a10.7(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will will, unless the claim involves Taxes (which shall be governed solely by Section 12), be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, as determined by a court of competent jurisdiction), to assume the defense of such proceeding Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 10 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceeding, other than reasonable costs of investigationProceeding. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; (ii1) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii2) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its prior written consent. If notice is given to an indemnifying party of the commencement of any proceeding and Failure by the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to notify the indemnified party of its election to defend a Proceeding within fifteen days after notice thereof shall have been given to the indemnifying party shall be deemed a waiver by the indemnifying party of its right to defend such Proceeding; provided, however, that the indemnifying party shall not be deemed to have waived its right to contest and defend against any claim of the indemnified party for indemnification hereunder based upon or arising out of such Proceeding. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the defense of exclusive right to defend, compromise, or settle such proceedingProceeding, but the indemnifying party will not be bound by any determination made in such proceeding or any compromise or settlement effected by without its prior written consent (which may not be unreasonably withheld). (d) Each Seller hereby consents to the indemnified partynon-exclusive jurisdiction of any court in which a third party Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agrees that process may be served on such Seller with respect to such a claim anywhere in the world.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. If a complaint, claim or legal action is brought or made by a third party (a“Third Party Claim”) Promptly after receipt by against any Purchaser Indemnified Party or Seller Indemnified Party (collectively, an indemnified party under Section 12.1 or 12.2 of “Indemnified Party”), the Indemnified Party shall give written notice of the commencement of any proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice Third Party Claim to the indemnifying party (“Indemnifying Party”) promptly after the Indemnified Party receives notice of the commencement of such that claim, but which notice shall include a copy of any letter, complaint or similar writing received by the Indemnified Party; provided, however, that any failure to notify the indemnifying party will provide, or delay in providing, such notification shall not relieve the indemnifying party of any liability that it may have constitute a bar or defense to any indemnified party, indemnification except to the extent such failure has prejudiced the rights or defenses of the Indemnifying Party. If the Indemnifying Party acknowledges in writing to the Indemnified Party that the indemnifying party demonstrates that the defense of Indemnifying Party is liable and has indemnity obligations for any Damages resulting from such action is prejudiced by the indemnifying party's failure to give such notice. (b) If any proceeding referred to in Section 12.4(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingThird Party Claim, the indemnifying party will be entitled to participate in such proceeding andIndemnifying Party shall have the right, to the extent that it wishes (unless the indemnifying party is also a party to such proceeding at its sole cost and the indemnified party determines in good faith that joint representation would be inappropriate)expense, to assume the defense of such proceeding Third Party Claim with counsel reasonably satisfactory to the indemnified party and, after Indemnified Party. After notice from the indemnifying party Indemnifying Party to the indemnified party Indemnified Party of the Indemnifying Party’s election to assume defense of the Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in defending such Third Party Claim except as provided below. If the Indemnifying Party elects to assume the defense and select counsel, the Indemnified Party may participate in the defense through its own separate counsel, but the fees and expenses of such counsel shall be paid by the Indemnified Party unless (i) otherwise specifically agreed in writing by the Indemnifying Party, or (ii) counsel selected by the Indemnified Party determines that, because of a conflict of interest between the Indemnifying Party and the Indemnified Party, counsel for the Indemnifying Party cannot adequately represent both parties in defending the action (in which case the Indemnifying Party shall not have the right to direct the defense of the Third Party Claim on the Indemnified Party’s behalf). Notwithstanding the foregoing, if the resolution of any such Third Party Claim involves or relates to Taxes and could impact the Taxes or Tax position of the Indemnified Party for any Post-Closing Tax Period, the Indemnified Party shall be entitled to control the defense of such Third Party Claim. The Indemnifying Party’s failure to notify an Indemnified Party of its election to defend such Third Party Claim within twenty-one (21) days after notice of the Third Party Claim was given to the Indemnifying Party shall be deemed a waiver by the Indemnifying Party of its rights to defend the Third Party Claim, in which case the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party. If the Indemnifying Party assumes the defense of the Third Party Claim, its obligations shall include taking all steps necessary in defending the Third Party Claim and holding the Indemnified Party harmless against any and all Damages caused by or arising out of any settlement approved by the Indemnified Party or any judgment in connection with such claim or litigation. If the Indemnifying Party does not assume the defense of such proceedingthe Third Party Claim, the indemnifying party will not, as long Indemnified Party may defend against such claim or litigation in such manner as it diligently conducts deems appropriate; provided, however, that the Indemnified Party may not settle such defense, be liable Third Party Claim without the Indemnifying Party’s prior written consent. The Indemnifying Party may not withhold such consent unless it has provided security of a type and in an amount reasonably acceptable to the indemnified party under this Section 12 Indemnified Party for the payment of its indemnification obligations for such Third Party Claim. The Indemnifying Party shall promptly reimburse the Indemnified Party for the Damages caused by or arising out of such settlement, or for the amount of any fees judgment rendered on the Third Party Claim, and for all costs and expenses the Indemnified Party reasonably incurred in defending the claim. The Indemnifying Party may settle any Third Party Claim, in its sole discretion, without the Indemnified Party’s prior written consent, provided that such settlement (i) involves only the payment of cash by the Indemnifying Party to the claimant, (ii) does not impose any other counsel obligation on the Indemnifying Party or any other expenses with respect to Liability or obligation on the defense of such proceedingIndemnified Party, in each case subsequently incurred by (iii) releases the indemnified party Indemnified Party completely in connection with such Third Party Claim, and (iv) includes a full dismissal of the defense litigation or proceeding against the Indemnified Party. Notwithstanding the foregoing, the Indemnifying Party may not settle any Third Party Claim that involves or relates to Taxes and could impact the Taxes or Tax position of such proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceeding, (i) it will be conclusively established Indemnified Party for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or such claims may be effected by the indemnifying party any Post-Closing Tax Period without the indemnified party's prior written consent unless the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceeding, the indemnifying party will be bound by any determination made in such proceeding or any compromise or settlement effected by the indemnified partyIndemnified Party.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 Sections 9.2 or 12.2 9.3 of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying indemnified party's failure to give such notice. (b) If any proceeding Proceeding referred to in Section 12.4(a11.5(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such proceeding Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 9 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceeding, other than reasonable costs of investigationProceeding. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will be bound by any determination made in such proceeding Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 or 12.2 9.02 of notice of the commencement of any demand, claim or proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such SectionSection 9.02, give notice to the indemnifying party of the commencement of such claimclaim within 20 days of the notice of such demand, claim or proceeding, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice. (b) If any proceeding referred to in this Section 12.4(a) 9.03 is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceeding, the indemnifying party will be entitled to participate in such proceeding and, to the extent that it wishes (unless the indemnifying party is also a party to such proceeding and outside counsel for the indemnified party reasonably determines in good faith that joint representation would be inappropriateinappropriate due to an actual or potential conflict of interest or differing defenses), to assume the defense of such proceeding with counsel satisfactory acceptable to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 Article 9 for any fees of other counsel or any other expenses with respect to the defense of such proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of law or any violation of the rights of any indemnified person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iiiii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice . (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is given a reasonable probability that a proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to an indemnifying party indemnification under this Agreement (or, in the case of the commencement of EBRD, for any proceeding and the indemnifying party does notreason in its sole discretion), within ten days after the indemnified party's notice is givenparty may, give by notice to the indemnified party of its election to indemnifying party, assume the defense of exclusive right to defend, compromise, or settle such proceeding, the . The indemnifying party will not be bound by any determination made in such of a proceeding or so defended nor any compromise or settlement effected by the indemnified partywithout its consent (which may not be unreasonably withheld).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) a. Promptly after receipt by an indemnified party under Section 12.1 10.2, 10.4, or 12.2 (to the extent provided in the last sentence of Section 10.3) Section 10.3 of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice. (bi) If any proceeding Proceeding referred to in Section 12.4(a10.9(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will will, unless the claim involves Taxes, be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless (A) the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (B) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such proceeding Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceeding, the Proceeding. The indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 Article 10 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingProceeding, other than reasonable costs of investigation. . (ii) If the indemnifying party assumes the defense of a proceeding, Proceeding, (iA) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding Proceeding are within the scope of and subject to indemnification; ; (iiB) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's consent unless (I) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (II) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and and (iiiC) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will be bound by any determination made in such proceeding Proceeding or any compromise or settlement effected by the indemnified party. c. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). d. Seller hereby consents to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on Seller with respect to such a claim anywhere in the world.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) 10.6.1 Promptly after receipt by an indemnified party under Section 12.1 10.2 or 12.2 (to the extent provided in the last sentence of Section 10.3) Section 10.3 of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice. (b) 10.6.2 If any proceeding Proceeding referred to in Section 12.4(a) 10.5 is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will will, unless the claim involves Taxes, be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriateinappropriate or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such proceeding Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 Article 10 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingProceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will be bound by any determination made in such proceeding Proceeding or any compromise or settlement effected by the indemnified party. 10.6.3 Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) a. Promptly after receipt by an indemnified party under pursuant to this Section 12.1 or 12.2 11 of notice of the commencement or a threat of any proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such this Section, give written notice to the indemnifying party of the commencement of an action within ten (10) days from the date of service on the indemnified party and give written notice of a threat of such claimclaim within thirty (30) days of its receipt of such notice, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action it is prejudiced by the indemnifying indemnified party's failure to give such notice. (b) b. If any proceeding referred to in this Section 12.4(a) is brought against an indemnified party and it the indemnified party gives notice to the indemnifying party of the commencement of such proceeding, the indemnifying party will shall be entitled to direct and control such defense of the claim and the indemnified party may be entitled to participate in such proceeding and, to at the extent that it wishes (unless direction and control of legal counsel of the indemnifying party is also a party to such proceeding and the indemnified party determines in good faith that joint representation would be inappropriate), to assume the defense of such proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceeding, the party. The indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 11 for any fees or expenses of other the indemnified party's counsel or any other expenses with respect to the defense of such proceeding, in each case subsequently incurred proceeding by the indemnified party in connection with the defense of such proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or such claims may be effected by the indemnifying party without the indemnified party's consent unless the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement or threat of any proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceeding, the indemnified party shall assume such defense, and the indemnifying party will be bound by any determination made in such proceeding but any compromise or settlement shall be reasonably approved by the indemnifying party. c. Notwithstanding the foregoing, if an indemnified party determines in good faith that the indemnifying party is not diligently and actively pursuing the defense of the claim in good faith, then the indemnified party shall provide the indemnifying party of written notice setting forth in reasonable detail the indemnified parties' basis for such belief and the indemnifying party shall have fifteen days to respond to the indemnified parties beliefs. If the indemnifying party fails to respond to such written notice, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle the proceeding, but the indemnifying party will not be bound by any determination of a proceeding so defended or any compromise or settlement effected by the indemnified partywithout its consent (which may not be unreasonably withheld).