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 Person under Section 8.2 or Section 8.4 or AMT (in the case of any Proceeding which might give rise to an indemnification claim hereunder) of notice of the commencement of any Proceeding against it, such indemnified party or AMT 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 Proceeding against AMT, to the party which could potentially become 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 8.7(a) is brought against an Indemnified Person or AMT 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 (i) the indemnifying party is also a party to such Proceeding and the Indemnified Person or AMT determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the Indemnified Person or AMT of its financial capacity to defend such Proceeding and fails to provide indemnification with respect to such Proceeding within a reasonable period of time), to assume the defense of such Proceeding with counsel reasonably satisfactory to the Indemnified Person or AMT and, after notice from the indemnifying party to the Indemnified Person or AMT 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 Person or AMT under this Section 8 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 Person or AMT in connection with the defense of such Proceeding, other than reasonable costs of investigation and participation. If the indemnifying party assumes the defense of a Proceeding, (i) subject to the following sentence, 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 of such claims may be effected by the indemnifying party without the Indemnified Person's or AMT's consent, as the case may be, 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 or AMT, and (B) the sole relief provided is monetary damages that does not exceed $50,000 in the aggregate and that are paid in full by the indemnifying party; and (iii) the Indemnified Person or AMT will have no liability with respect to any compromise or settlement of such claims effected without its consent. Clause (i) of the immediately preceding sentence shall not apply if (a) AMT may incur any liability in connection with the Proceeding or (b) the indemnifying party may incur any liability in connection with the Proceeding (directly or indirectly through its direct or indirect investment in AMT) other than its obligation to indemnify an Indemnified Person or AMT pursuant to Section 8.7(a). If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within 10 Business Days after the Indemnified Person's or AMT's notice is given, give notice to the Indemnified Person or AMT of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding (to the extent the indemnified party or AMT is entitled to indemnification), but shall not be bound by any compromise or settlement effected by the Indemnified Person or AMT without its consent unless the conditions set forth in (A) and (B) above in this Section 8.7(b) are met in such case with respect to the indemnifying party (instead of the Indemnified Person or AMT). (c) Notwithstanding the other provisions of this Article 8 (including Section 8.7(d)), AMT shall be primarily be responsible for defending and directing the defense of any Proceeding against it, provided that if any such Proceeding involves an action, event or occurrence which arose or occurred prior to Closing which could reasonably be expected to become the subject of an indemnification claim hereunder and the Board of Managers cannot agree on the defense strategy for such Proceeding, then such disagreement shall not constitute an Impasse (as defined in the Amended and Restated Limited Liability Company Agreement) and the defense of such Proceeding shall become the primary responsibility of the party which could potentially become the indemnifying party with respect to such claim, but nothing in this clause (c) shall negate any obligation that Seller or Seller Parent may have to indemnify an Indemnified Person pursuant to Section 8.7(a) for any diminution in value of the Member Interest. (d) Notwithstanding the foregoing, but subject to Section 8.7(c), 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 Person under Section 8.2 or Section 8.4 or AMT (in the case of any Proceeding which might give rise to an indemnification claim hereunder) indemnified party of notice of the commencement of any Proceeding against it, such indemnified party or AMT will, if a claim is to be made against an indemnifying party under such Sectionparty, give notice to the indemnifying party (or, in the case of a Proceeding against AMT, to the party which could potentially become 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 8.7(a9.7(a) is brought against an Indemnified Person or AMT indemnified party 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 Person or AMT indemnified party reasonably determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the Indemnified Person or AMT indemnified party of its financial capacity to defend such Proceeding and fails to provide indemnification with respect to such Proceeding within a reasonable period of timeProceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the Indemnified Person or AMT indemnified party and, after notice from the indemnifying party to the Indemnified Person or AMT 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 Person or AMT indemnified party under this Section 8 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 Person or AMT indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation and participationinvestigation. If the indemnifying party assumes the defense of a Proceeding, (i) subject to the following sentence, 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 of such claims may be effected by the indemnifying party without the Indemnified Personindemnified party's or AMT's consent, as the case may be, 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 or AMTindemnified party, and (B) the sole relief provided is monetary damages that does not exceed $50,000 in the aggregate and that are paid in full by the indemnifying party; and (iii) the Indemnified Person or AMT indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. Clause (i) of the immediately preceding sentence shall not apply if (a) AMT may incur any liability in connection with the Proceeding or (b) the indemnifying party may incur any liability in connection with the Proceeding (directly or indirectly through its direct or indirect investment in AMT) other than its obligation to indemnify an Indemnified Person or AMT pursuant to Section 8.7(a). If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within 10 Business Days fifteen days after the Indemnified Person's or AMTindemnified party's notice is given, give notice to the Indemnified Person or AMT 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 (to the extent the indemnified party or AMT is entitled to indemnification), but shall not be bound by any compromise or settlement effected by the Indemnified Person or AMT without its consent unless the conditions set forth in (A) and (B) above in this Section 8.7(b) are met in such case with respect indemnified party to which the indemnifying party (instead of the Indemnified Person or AMT)consents, which consent may not be unreasonably withheld. (c) Notwithstanding the other provisions of this Article 8 (including Section 8.7(d)), AMT shall be primarily be responsible for defending and directing the defense of any Proceeding against it, provided that if any such Proceeding involves an action, event or occurrence which arose or occurred prior to Closing which could reasonably be expected to become the subject of an indemnification claim hereunder and the Board of Managers cannot agree on the defense strategy for such Proceeding, then such disagreement shall not constitute an Impasse (as defined in the Amended and Restated Limited Liability Company Agreement) and the defense of such Proceeding shall become the primary responsibility of the party which could potentially become the indemnifying party with respect to such claim, but nothing in this clause (c) shall negate any obligation that Seller or Seller Parent may have to indemnify an Indemnified Person pursuant to Section 8.7(a) for any diminution in value of the Member Interest. (d) Notwithstanding the foregoing, but subject to Section 8.7(c), if an Indemnified Person 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 Person 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 Person under Section 8.2 or Section 8.4 or AMT (in the case of any Proceeding which might give rise to an indemnification claim hereunder) indemnified party of notice of the commencement of any Proceeding against it, such indemnified party or AMT will, if a claim is to be made against an indemnifying party under such Sectionparty, give notice to the indemnifying party (or, in the case of a Proceeding against AMT, to the party which could potentially become 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 indemnified party's ’s failure to give such notice. (b) If any Proceeding referred to in Section 8.7(a) is brought against an Indemnified Person or AMT indemnified party 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 Person or AMT 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 Person or AMT indemnified party of its financial capacity to defend such Proceeding and fails to provide indemnification with respect to such Proceeding within a reasonable period of timeProceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the Indemnified Person or AMT indemnified party and, after notice from the indemnifying party to the Indemnified Person or AMT 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 Person or AMT indemnified party under this Section 8 11 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 Person or AMT indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation and participationinvestigation. If the indemnifying party assumes the defense of a Proceeding, (i) subject to the following sentence, 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 of such claims may be effected by the indemnifying party without the Indemnified Person's or AMT's consent, as the case may be, indemnified party’s consent unless (A) there is no finding or admission of any violation of Legal Requirements Law or any violation of the rights of any Person and no effect on any other claims that may be made against the Indemnified Person or AMTindemnified party, and (B) the sole relief provided is monetary damages that does not exceed $50,000 in the aggregate and that are paid in full by the indemnifying party; and (iii) the Indemnified Person or AMT indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its prior written consent. Clause (i) of the immediately preceding sentence shall not apply if (a) AMT may incur any liability in connection with the Proceeding or (b) the indemnifying party may incur any liability in connection with the Proceeding (directly or indirectly through its direct or indirect investment in AMT) other than its obligation to indemnify an Indemnified Person or AMT pursuant to Section 8.7(a). If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within 10 Business Days ten days after the Indemnified Person's or AMT's indemnified party’s notice is given, give notice to the Indemnified Person or AMT 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 (to the extent the indemnified party or AMT is entitled to indemnification), but shall not be bound by any compromise or settlement effected by the Indemnified Person or AMT without its consent unless the conditions set forth in (A) and (B) above in this Section 8.7(b) are met in such case with respect to the indemnifying party (instead of the Indemnified Person or AMT)indemnified party. (c) Notwithstanding the other provisions of this Article 8 (including Section 8.7(d)), AMT shall be primarily be responsible for defending and directing the defense of any Proceeding against it, provided that if any such Proceeding involves an action, event or occurrence which arose or occurred prior to Closing which could reasonably be expected to become the subject of an indemnification claim hereunder and the Board of Managers cannot agree on the defense strategy for such Proceeding, then such disagreement shall not constitute an Impasse (as defined in the Amended and Restated Limited Liability Company Agreement) and the defense of such Proceeding shall become the primary responsibility of the party which could potentially become the indemnifying party with respect to such claim, but nothing in this clause (c) shall negate any obligation that Seller or Seller Parent may have to indemnify an Indemnified Person pursuant to Section 8.7(a) for any diminution in value of the Member Interest. (d) Notwithstanding the foregoing, but subject to Section 8.7(c), if an Indemnified Person indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Person indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, 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 prior written 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 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 agrees 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 Person under Section 8.2 9.2 or Section 8.4 or AMT (in the case of any Proceeding which might give rise to an indemnification claim hereunder) 9.3 of notice of the commencement of any Proceeding against it, such indemnified party or AMT Indemnified Person 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 Proceeding against AMT, to the party which could potentially become 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 8.7(a9.5(a) is brought against an Indemnified Person or AMT 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 andwill, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the Indemnified Person or AMT determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the Indemnified Person or AMT of its financial capacity to defend such Proceeding and fails to provide indemnification with respect to such Proceeding within a reasonable period of timeProceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the Indemnified Person or AMT and, after notice from the indemnifying party to the Indemnified Person or AMT of its election to assume the defense of such ProceedingProceeding and an acknowledgment of its indemnification obligation with respect thereto, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the Indemnified Person or AMT under this Section 8 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 Person or AMT in connection with the defense of such Proceeding, other than reasonable costs of investigation and participationinvestigation. If the indemnifying party assumes the defense of a ProceedingProceeding in accordance with the preceding sentence, (i) subject to the following sentence, 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 of such claims may be effected by the indemnifying party without the Indemnified Person's or AMT's consent, as the case may be, 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 or AMTPerson, and (B) the sole relief provided is monetary damages that does not exceed $50,000 in the aggregate and that are paid in full by the indemnifying party; party and (iiiii) the Indemnified Person or AMT will have no liability with respect to any compromise or settlement of such claims effected without its consent. Clause (i) of the immediately preceding sentence shall not apply if (a) AMT may incur any liability in connection with the Proceeding or (b) the indemnifying party may incur any liability in connection with the Proceeding (directly or indirectly through its direct or indirect investment in AMT) other than its obligation to indemnify an Indemnified Person or AMT pursuant to Section 8.7(a). If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within 10 Business Days ten days after the Indemnified Person's or AMT's notice is given, give notice to the Indemnified Person or AMT of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding (to the extent the indemnified party or AMT is entitled to indemnification), but shall not be bound by any compromise or settlement effected by the Indemnified Person or AMT without its consent unless the conditions set forth in (A) and (B) above in this Section 8.7(b) are met in such case with respect to the indemnifying party (instead of the Indemnified Person or AMT). (c) Notwithstanding the other provisions of this Article 8 (including Section 8.7(d)), AMT shall be primarily be responsible for defending and directing the defense of any Proceeding against it, provided that if any such Proceeding involves an action, event or occurrence which arose or occurred prior to Closing which could reasonably be expected to become the subject of an indemnification claim hereunder and the Board of Managers cannot agree on the defense strategy for such Proceeding, then such disagreement shall not constitute an Impasse (as defined in the Amended and Restated Limited Liability Company Agreement) and the defense of such Proceeding shall become the primary responsibility of the party which could potentially become the indemnifying party with respect to such claim, but nothing in this clause (c) shall negate any obligation that Seller or Seller Parent may have to indemnify an Indemnified Person pursuant to Section 8.7(a) for any diminution in value of the Member Interest. (d) Notwithstanding the foregoing, but subject to Section 8.7(c), 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).Indemnified

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Person indemnified party under Section 8.2 10.2 or Section 8.4 10.4, or AMT (to the extent provided in the case last sentence of any Proceeding which might give rise to an indemnification claim hereunderSection 10.3) Section 10.3 of notice of the commencement of any Proceeding against it, such indemnified party or AMT 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 Proceeding against AMT, to the party which could potentially become 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 referred to in Section 8.7(a10.7(a) is brought against an Indemnified Person or AMT indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party will will, unless the claim involves Taxes not related to the Acquired Companies, be entitled to participate in such 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 and the Indemnified Person or AMT 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 Person or AMT indemnified party of its financial capacity to defend such Proceeding and fails to provide indemnification with respect to such Proceeding within a reasonable period of timeProceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the Indemnified Person or AMT and, after notice from the indemnifying party to the Indemnified Person or AMT 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 Person or AMT under this Section 8 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 Person or AMT in connection with the defense of such Proceeding, other than reasonable costs of investigation and participation. If the indemnifying party assumes the defense of a Proceeding, (i) subject to the following sentence, 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 of such claims may be effected by the indemnifying party without the Indemnified Person's or AMT's consent, as the case may be, 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 or AMT, and (B) the sole relief provided is monetary damages that does not exceed $50,000 in the aggregate and that are paid in full by the indemnifying party; and (iii) the Indemnified Person or AMT will have no liability with respect to any compromise or settlement of such claims effected without its consent. Clause (i) of the immediately preceding sentence shall not apply if (a) AMT may incur any liability in connection with the Proceeding or (b) the indemnifying party may incur any liability in connection with the Proceeding (directly or indirectly through its direct or indirect investment in AMT) other than its obligation to indemnify an Indemnified Person or AMT pursuant to Section 8.7(a). If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within 10 Business Days after the Indemnified Person's or AMT's notice is given, give notice to the Indemnified Person or AMT of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding (to the extent the indemnified party or AMT is entitled to indemnification), but shall not be bound by any compromise or settlement effected by the Indemnified Person or AMT without its consent unless the conditions set forth in (A) and (B) above in this Section 8.7(b) are met in such case with respect to the indemnifying party (instead of the Indemnified Person or AMT).the (c) Notwithstanding the other provisions of this Article 8 (including Section 8.7(d)), AMT shall be primarily be responsible for defending and directing the defense of any Proceeding against it, provided that if any such Proceeding involves an action, event or occurrence which arose or occurred prior to Closing which could reasonably be expected to become the subject of an indemnification claim hereunder and the Board of Managers cannot agree on the defense strategy for such Proceeding, then such disagreement shall not constitute an Impasse (as defined in the Amended and Restated Limited Liability Company Agreement) and the defense of such Proceeding shall become the primary responsibility of the party which could potentially become the indemnifying party with respect to such claim, but nothing in this clause (c) shall negate any obligation that Seller or Seller Parent may have to indemnify an Indemnified Person pursuant to Section 8.7(a) for any diminution in value of the Member Interest. (d) Notwithstanding the foregoing, but subject to Section 8.7(c), if an Indemnified Person 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 Person 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 Person under Section 8.2 or Section 8.4 or AMT (in the case of any Proceeding which might give rise to an indemnification claim hereunder) of notice of the commencement of any Proceeding against it, such An indemnified party or AMT will, if a claim is to be made against an indemnifying party under such Section, shall promptly give notice to the each indemnifying party (orafter obtaining knowledge of any matter as to which recovery may be sought against such indemnifying party because of the indemnity set forth above, in and, if such indemnity shall arise from the case claim of a Proceeding against AMTthird party, to the party which could potentially become the indemnifying party) of the commencement of shall permit 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 8.7(a) is brought against an Indemnified Person or AMT 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 (i) the indemnifying party is also a party to such Proceeding and the Indemnified Person or AMT determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the Indemnified Person or AMT of its financial capacity to defend such Proceeding and fails to provide indemnification with respect to such Proceeding within a reasonable period of time), to assume the defense of any such claim or any Proceeding with counsel reasonably satisfactory resulting from such claim; provided, however, that failure to promptly give any such notice shall not affect the indemnification provided under this PARAGRAPH 7 except to the Indemnified Person or AMT and, after notice from the extent such indemnifying party to shall have been actually and materially prejudiced as a result of such failure. Notwithstanding the Indemnified Person or AMT of its election to foregoing, an indemnifying party may not assume the defense of any such Proceeding, the indemnifying third-party will not, as long as claim or Proceeding if it diligently conducts such defense, be liable does not demonstrate to the Indemnified Person reasonable satisfaction of the indemnified party that it has adequate financial resources to defend such claim or AMT Proceeding and pay any and all damages that may result therefrom, or if the claim or Proceeding (i) could result in imprisonment of the indemnified party, (ii) could result in a criminal penalty or fine against the indemnified party the consequences of which would be reasonably likely to have a Material Adverse Effect on the indemnified party unrelated to the size of such penalty or fine or (iii) could result in an equitable remedy which would materially impair the indemnified party's ability to exercise its rights under this Section 8 for any fees of other counsel Agreement, or any other expenses with respect impair HSNS's right or ability to operate the defense of such Proceeding, in each case subsequently incurred by the Indemnified Person or AMT in connection with the defense of such Proceeding, other than reasonable costs of investigation and participationAcquired Business. If the an indemnifying party assumes the defense of a such third party claim or Proceeding, (i) subject such indemnifying party shall agree prior thereto, in writing, that it is liable under this PARAGRAPH 7 to indemnify the indemnified party in accordance with the terms contained herein in respect of such claim or Proceeding, shall conduct such defense diligently, shall have full and complete control over the conduct of such claim or Proceeding on behalf of the indemnified party and shall, in his or her or its sole discretion, have the right to decide all matters of procedure, strategy, substance and settlement relating to such claim or Proceeding; provided, however, that any counsel chosen by such indemnifying party to conduct such defense shall be reasonably satisfactory to the following sentence, it will be conclusively established for purposes of this Agreement indemnified party. The indemnified party may participate in such claim or Proceeding and retain separate co-counsel at its sole cost and expense (except that the claims made in that Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without shall be responsible for the Indemnified Person's or AMT's consent, as reasonable fees and expenses of one separate co-counsel for the case may be, 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 or AMT, and (B) the sole relief provided is monetary damages that does not exceed $50,000 in the aggregate and that are paid in full by the indemnifying party; and (iii) the Indemnified Person or AMT will have no liability with respect to any compromise or settlement of such claims effected without its consent. Clause (i) of the immediately preceding sentence shall not apply if (a) AMT may incur any liability in connection with the Proceeding or (b) the indemnifying indemnified party may incur any liability in connection with the Proceeding (directly or indirectly through its direct or indirect investment in AMT) other than its obligation to indemnify an Indemnified Person or AMT pursuant to Section 8.7(a). If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within 10 Business Days after the Indemnified Person's or AMT's notice is given, give notice to the Indemnified Person or AMT of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding (to the extent the indemnified party or AMT is entitled to indemnification), but shall not be bound advised by any compromise or settlement effected by its counsel that the Indemnified Person or AMT without its consent unless the conditions set forth in (A) and (B) above in this Section 8.7(b) are met in such case with respect to the indemnifying party (instead of the Indemnified Person or AMT). (c) Notwithstanding the other provisions of this Article 8 (including Section 8.7(d)), AMT shall be primarily be responsible for defending and directing the defense of any Proceeding against it, provided that if any such Proceeding involves an action, event or occurrence which arose or occurred prior to Closing which could reasonably be expected to become the subject of an indemnification claim hereunder and the Board of Managers cannot agree on the defense strategy for such Proceeding, then such disagreement shall not constitute an Impasse (as defined in the Amended and Restated Limited Liability Company Agreement) and the defense of such Proceeding shall become the primary responsibility of the party which could potentially become the indemnifying party with respect to such claim, but nothing in this clause (c) shall negate any obligation that Seller or Seller Parent may have to indemnify an Indemnified Person pursuant to Section 8.7(a) for any diminution in value of the Member Interest. (d) Notwithstanding the foregoing, but subject to Section 8.7(c), 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).counsel the

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Person indemnified party under Section 8.2 11.2 or Section 8.4 or AMT (in the case of any Proceeding which might give rise to an indemnification claim hereunder) 11.3 of notice of the commencement of any Proceeding against it, such indemnified party or AMT 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 Proceeding against AMT, to the party which could potentially become 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 8.7(a11.9(a) is brought against an Indemnified Person or AMT 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 (i) the indemnifying party is also a party to such Proceeding and the Indemnified Person or AMT 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 Person or AMT indemnified party of its financial capacity to defend such Proceeding and fails to provide indemnification with respect to such Proceeding within a reasonable period of timeProceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the Indemnified Person or AMT indemnified party and, after notice from the indemnifying party to the Indemnified Person or AMT 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 Person or AMT indemnified party under this Section 8 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 Person or AMT indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation and participationinvestigation. If the indemnifying party assumes the defense of a Proceeding, (i) subject to the following sentence, 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 of such claims may be effected by the indemnifying indemnified party without the Indemnified Person's or AMT's consent, as the case may be, 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 or AMT, and (B) the sole relief provided is monetary damages that does not exceed $50,000 in the aggregate and that are paid in full by the indemnifying party; and (iii) the Indemnified Person or AMT will have no liability with respect to any compromise or settlement of such claims effected without its consent. Clause (i) of the immediately preceding sentence shall not apply if (a) AMT may incur any liability in connection with the Proceeding or (b) the indemnifying party may incur any liability in connection with the Proceeding (directly or indirectly through its direct or indirect investment in AMT) other than its obligation to indemnify an Indemnified Person or AMT pursuant to Section 8.7(a). If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within 10 Business Days after the Indemnified Person's or AMT's notice is given, give notice to the Indemnified Person or AMT of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding (to the extent the indemnified party or AMT is entitled to indemnification), but consent which shall not be bound by any compromise or settlement effected by the Indemnified Person or AMT without its consent unless the conditions set forth in (A) and (B) above in this Section 8.7(b) are met in such case with respect to the indemnifying party (instead of the Indemnified Person or AMT)unreasonably withheld. (c) Notwithstanding the other provisions of this Article 8 (including Section 8.7(d)), AMT shall be primarily be responsible for defending and directing the defense of any Proceeding against it, provided that if any such Proceeding involves an action, event or occurrence which arose or occurred prior to Closing which could reasonably be expected to become the subject of an indemnification claim hereunder and the Board of Managers cannot agree on the defense strategy for such Proceeding, then such disagreement shall not constitute an Impasse (as defined in the Amended and Restated Limited Liability Company Agreement) and the defense of such Proceeding shall become the primary responsibility of the party which could potentially become the indemnifying party with respect to such claim, but nothing in this clause (c) shall negate any obligation that Seller or Seller Parent may have to indemnify an Indemnified Person pursuant to Section 8.7(a) for any diminution in value of the Member Interest. (d) Notwithstanding the foregoing, but subject to Section 8.7(c), if an Indemnified Person 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 Person indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, 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 effect without its consent (which may not be unreasonably withheld).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Person indemnified party under Section 8.2 5.2, 5.4, or Section 8.4 or AMT (to the extent provided in the case last sentence of any Proceeding which might give rise to an indemnification claim hereunderSection 5.3) Section 5.3 of notice of the commencement of any Proceeding against it, such indemnified party or AMT 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 Proceeding against AMT, to the party which could potentially become 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 8.7(a5.7(a) is brought against an Indemnified Person or AMT indemnified party 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 Person or AMT 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 Person or AMT indemnified party of its financial capacity to defend such Proceeding and fails to provide indemnification with respect to such Proceeding within a reasonable period of timeProceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the Indemnified Person or AMT indemnified party and, after notice from the indemnifying party to the Indemnified Person or AMT 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 Person or AMT indemnified party under this Section 8 5 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 Person or AMT indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation and participationinvestigation. If the indemnifying party assumes the defense of a Proceeding, (i) subject to the following sentence, 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 of such claims may be effected by the indemnifying party without the Indemnified Personindemnified party's or AMT's consent, as the case may be, 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 or AMTindemnified party, and (B) the sole relief provided is monetary damages that does not exceed $50,000 in the aggregate and that are paid in full by the indemnifying party; and (iiiii) the Indemnified Person or AMT indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. Clause (i) of the immediately preceding sentence , which consent shall not apply if (a) AMT may incur any liability in connection with the Proceeding or (b) the indemnifying party may incur any liability in connection with the Proceeding (directly or indirectly through its direct or indirect investment in AMT) other than its obligation to indemnify an Indemnified Person or AMT pursuant to Section 8.7(a)be unreasonably withheld. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within 10 Business Days ten days after the Indemnified Person's or AMTindemnified party's notice is given, give notice to the Indemnified Person or AMT 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 (to the extent the indemnified party or AMT is entitled to indemnification), but shall not be bound by any compromise or settlement effected by the Indemnified Person or AMT without its consent unless the conditions set forth in (A) and (B) above in this Section 8.7(b) are met in such case with respect to the indemnifying party (instead of the Indemnified Person or AMT)indemnified party. (c) Notwithstanding the other provisions of this Article 8 (including Section 8.7(d)), AMT shall be primarily be responsible for defending and directing the defense of any Proceeding against it, provided that if any such Proceeding involves an action, event or occurrence which arose or occurred prior to Closing which could reasonably be expected to become the subject of an indemnification claim hereunder and the Board of Managers cannot agree on the defense strategy for such Proceeding, then such disagreement shall not constitute an Impasse (as defined in the Amended and Restated Limited Liability Company Agreement) and the defense of such Proceeding shall become the primary responsibility of the party which could potentially become the indemnifying party with respect to such claim, but nothing in this clause (c) shall negate any obligation that Seller or Seller Parent may have to indemnify an Indemnified Person pursuant to Section 8.7(a) for any diminution in value of the Member Interest. (d) Notwithstanding the foregoing, but subject to Section 8.7(c), if an Indemnified Person 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 Person 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 Shareholders 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 Valley and the Shareholders with respect to such a claim anywhere in the world.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Person indemnified party under Section 8.2 10.2 or Section 8.4 or AMT (in the case of any Proceeding which might give rise to an indemnification claim hereunder) 10.3 of notice of the commencement of any Proceeding against it, such indemnified party or AMT 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 Proceeding against AMT, to the party which could potentially become 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 8.7(a10.7(a) is brought against an Indemnified Person or AMT indemnified party 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 Person or AMT 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 Person or AMT indemnified party of its financial capacity to defend such Proceeding and fails to provide indemnification with respect to such Proceeding within a reasonable period of timeProceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the Indemnified Person or AMT indemnified party and, after notice from the indemnifying party to the Indemnified Person or AMT 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 Person or AMT indemnified party under this Section 8 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 Person or AMT indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation and participationinvestigation. If the indemnifying party assumes the defense of a Proceeding, (i) subject to the following sentence, 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 of such claims may be effected by the indemnifying party without the Indemnified Personindemnified party's or AMT's consent, as the case may be, 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 or AMTindemnified party, and (B) the sole relief provided is monetary damages that does not exceed $50,000 in the aggregate and that are paid in full by the indemnifying party; and (iii) the Indemnified Person or AMT indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. Clause (i) of the immediately preceding sentence shall not apply if (a) AMT may incur any liability in connection with the Proceeding or (b) the indemnifying party may incur any liability in connection with the Proceeding (directly or indirectly through its direct or indirect investment in AMT) other than its obligation to indemnify an Indemnified Person or AMT pursuant to Section 8.7(a). If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within 10 Business Days ten days after the Indemnified Person's or AMTindemnified party's notice is given, give notice to the Indemnified Person or AMT 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 (to the extent the indemnified party or AMT is entitled to indemnification), but shall not be bound by any compromise or settlement effected by the Indemnified Person or AMT without its consent unless the conditions set forth in (A) and (B) above in this Section 8.7(b) are met in such case with respect to the indemnifying party (instead of the Indemnified Person or AMT). (c) Notwithstanding the other provisions of this Article 8 (including Section 8.7(d)), AMT shall be primarily be responsible for defending and directing the defense of any Proceeding against it, provided that if any such Proceeding involves an action, event or occurrence which arose or occurred prior to Closing which could reasonably be expected to become the subject of an indemnification claim hereunder and the Board of Managers cannot agree on the defense strategy for such Proceeding, then such disagreement shall not constitute an Impasse (as defined in the Amended and Restated Limited Liability Company Agreement) and the defense of such Proceeding shall become the primary responsibility of the party which could potentially become the indemnifying party with respect to such claim, but nothing in this clause (c) shall negate any obligation that Seller or Seller Parent may have to indemnify an Indemnified Person pursuant to Section 8.7(a) for any diminution in value of the Member Interest. (d) indemnified party. Notwithstanding the foregoing, but subject to Section 8.7(c), if an Indemnified Person indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Person 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). Each 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 such Seller with respect to such a claim anywhere in the world. Buyers hereby consent to the non-exclusive jurisdiction of any court in which a Proceeding is brought against Sellers or any of its Representatives, controlling Persons, and Affiliates for purposes of any claim that Sellers may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on Buyers with respect to such a claim anywhere in the world.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified If a Person under Section 8.2 or Section 8.4 or AMT (in the case of any Proceeding which might give rise to an indemnification claim hereunder) of receives notice of the commencement of any Proceeding against itit which might give any party indemnification rights under this Section 10, then promptly thereafter such indemnified party or AMT Person will, if a claim is to thus be made against an indemnifying party under such Sectionparty, give notice to the indemnifying such party (or, in the case of a Proceeding against AMT, to the party which could potentially become the indemnifying party) of the commencement of such claimProceeding, but the failure to notify the indemnifying such party will not relieve the indemnifying party this Person of any liability that it may have to any indemnified such party, except to the extent that the indemnifying this party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice. (b) Except with respect to any Proceeding relating to a Breach of Section 3.19 or the indemnification obligation of Section 10.3: (i) If any Proceeding referred to in Section 8.7(a10.9(a) is brought against an Indemnified Person or AMT indemnified party and it gives timely 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 (iA) the indemnifying party is also a party to such Proceeding and the Indemnified Person or AMT indemnified party determines in good faith that joint representation would be inappropriateresult in a conflict of interests preventing such joint representation, or (iiB) the indemnifying party fails to provide reasonable assurance to the Indemnified Person or AMT indemnified party of its financial capacity to defend such Proceeding and fails to provide indemnification with respect to such Proceeding within a reasonable period of timeProceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the Indemnified Person or AMT indemnified party and, after notice from the indemnifying party to the Indemnified Person or AMT 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 Person or AMT indemnified party under this Section 8 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 Person or AMT indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation and participation. investigation. (ii) If the indemnifying party assumes the defense of a Proceeding, (i) subject to the following sentence, 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 of such claims may be effected by the indemnifying party without the Indemnified Personindemnified party's or AMT's consent, as the case may be, consent unless (A1) there is no finding or admission of any violation of Legal Requirements or any material violation of the rights of any Person and no effect on any other claims that may be made against the Indemnified Person or AMT, and (B) the sole relief provided is monetary damages that does not exceed $50,000 in the aggregate and that are paid in full by the indemnifying party; and (iii) the Indemnified Person or AMT will have no liability with respect to any compromise or settlement of such claims effected without its consent. Clause (i) of the immediately preceding sentence shall not apply if (a) AMT may incur any liability in connection with the Proceeding or (b) the indemnifying party may incur any liability in connection with the Proceeding (directly or indirectly through its direct or indirect investment in AMT) other than its obligation to indemnify an Indemnified Person or AMT pursuant to Section 8.7(a). If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within 10 Business Days after the Indemnified Person's or AMT's notice is given, give notice to the Indemnified Person or AMT of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding (to the extent the indemnified party or AMT is entitled to indemnification), but shall not be bound by any compromise or settlement effected by the Indemnified Person or AMT without its consent unless the conditions set forth in (A) and (B) above in this Section 8.7(b) are met in such case with respect to the indemnifying party (instead of the Indemnified Person or AMT). (c) Notwithstanding the other provisions of this Article 8 (including Section 8.7(d)), AMT shall be primarily be responsible for defending and directing the defense of any Proceeding against it, provided that if any such Proceeding involves an action, event or occurrence which arose or occurred prior to Closing which could reasonably be expected to become the subject of an indemnification claim hereunder and the Board of Managers cannot agree on the defense strategy for such Proceeding, then such disagreement shall not constitute an Impasse (as defined in the Amended and Restated Limited Liability Company Agreement) and the defense of such Proceeding shall become the primary responsibility of the party which could potentially become the indemnifying party with respect to such claim, but nothing in this clause (c) shall negate any obligation that Seller or Seller Parent may have to indemnify an Indemnified Person pursuant to Section 8.7(a) for any diminution in value of the Member Interest. (d) Notwithstanding the foregoing, but subject to Section 8.7(c), 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).any

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Person indemnified party under Section 8.2 9.02 or Section 8.4 or AMT (in the case of any Proceeding which might give rise to an indemnification claim hereunder) 9.03 of notice of the commencement of any Proceeding against it, such indemnified party or AMT 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 Proceeding against AMT, to the party which could potentially become 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 referred to in Section 8.7(a9.07(a) is brought against an Indemnified Person or AMT 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 (i) the indemnifying party is also a party to such Proceeding and the Indemnified Person or AMT 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 Person or AMT indemnified party of its financial capacity to defend such Proceeding and fails to provide indemnification with respect to such Proceeding within a reasonable period of timeProceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the Indemnified Person or AMT indemnified party and, after notice from the indemnifying party to the Indemnified Person or AMT 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 Person or AMT indemnified party under this Section 8 Article IX 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 Person or AMT indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation and participationinvestigation. If the indemnifying party assumes the defense of a Proceeding, (iA) subject to the following sentence, 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; (iiB) no compromise or settlement of such claims may be effected by the indemnifying party without the Indemnified Person's or AMT's consent, as the case may be, indemnified party’s consent unless (A1) 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 or AMTindemnified party, and (B2) the sole relief provided is monetary damages that does not exceed $50,000 in the aggregate and that are paid in full by the indemnifying party; and (iiiC) the Indemnified Person or AMT indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. Clause (i) of the immediately preceding sentence shall not apply if (a) AMT may incur any liability in connection with the Proceeding or (b) the indemnifying party may incur any liability in connection with the Proceeding (directly or indirectly through its direct or indirect investment in AMT) other than its obligation to indemnify an Indemnified Person or AMT pursuant to Section 8.7(a). If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within 10 Business Days fifteen (15) days after the Indemnified Person's or AMT's indemnified party’s notice is given, give notice to the Indemnified Person or AMT 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 (to the extent the indemnified party or AMT is entitled to indemnification), but shall not be bound by any compromise or settlement effected by the Indemnified Person or AMT without its consent unless the conditions set forth in (A) and (B) above in this Section 8.7(b) are met in such case with respect to the indemnifying party (instead of the Indemnified Person or AMT)indemnified party. (c) Notwithstanding the other provisions of this Article 8 (including Section 8.7(d)), AMT shall be primarily be responsible for defending and directing the defense of any Proceeding against it, provided that if any such Proceeding involves an action, event or occurrence which arose or occurred prior to Closing which could reasonably be expected to become the subject of an indemnification claim hereunder and the Board of Managers cannot agree on the defense strategy for such Proceeding, then such disagreement shall not constitute an Impasse (as defined in the Amended and Restated Limited Liability Company Agreement) and the defense of such Proceeding shall become the primary responsibility of the party which could potentially become the indemnifying party with respect to such claim, but nothing in this clause (c) shall negate any obligation that Seller or Seller Parent may have to indemnify an Indemnified Person pursuant to Section 8.7(a) for any diminution in value of the Member Interest. (d) Notwithstanding the foregoing, but subject to Section 8.7(c), if an Indemnified Person 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 Person 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 Shareholders 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 Shareholders with respect to such a claim anywhere in the world. (e) Notwithstanding anything to the contrary contained in this Section 9.07, any claims relating to Taxes described in Section 7.02 shall be subject to the procedures set forth in Section 7.02(e) and shall not be subject to this Section 9.07.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Person indemnified party under Section 8.2 8.3 or Section 8.4 or AMT (in the case of any Proceeding which might give rise to an indemnification claim hereunder) of notice of the commencement of any Proceeding against it, such indemnified party or AMT willshall, if a claim in respect thereof is to be made against an indemnifying party under such Section, give notice to the indemnifying party (or, in the case of a Proceeding against AMT, to the party which could potentially become 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 8.7(a) is shall be brought against an Indemnified Person or AMT 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 and the Indemnified Person or AMT indemnified party determines in good faith that joint representation representations would be inappropriate, inappropriate or (ii) the indemnifying party fails to provide reasonable assurance to the Indemnified Person or AMT indemnified party of its financial capacity to defend such Proceeding and fails to provide indemnification with respect to such Proceeding within a reasonable period of timethereto), to assume the defense of such Proceeding thereof with counsel reasonably satisfactory to the Indemnified Person or AMT such indemnified party and, after notice from the indemnifying party to the Indemnified Person or AMT 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 Person or AMT such indemnified party under this such Section 8 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 Person or AMT such indemnified party in connection with the defense of such Proceedingthereof, other than reasonable costs of investigation and participationinvestigation. If the an indemnifying party assumes the defense of such a Proceeding, (i) subject to the following sentence, 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 of such claims thereof may be effected by the indemnifying party without the Indemnified Person's or AMT's consent, as the case may be, indemnified party’s consent unless (Ai) 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 or AMT, indemnified party and (Bii) the sole relief provided is monetary damages that does not exceed $50,000 in the aggregate and that are paid in full by the indemnifying party; party and (iiib) the Indemnified Person or AMT will indemnified party shall have no liability with respect to any compromise or settlement of such claims thereof effected without its consent. Clause (i) of the immediately preceding sentence shall not apply if (a) AMT may incur any liability in connection with the Proceeding or (b) the indemnifying party may incur any liability in connection with the Proceeding (directly or indirectly through its direct or indirect investment in AMT) other than its obligation to indemnify an Indemnified Person or AMT pursuant to Section 8.7(a). If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party it does not, within 10 Business Days thirty (30) days after the Indemnified Person's or AMT's indemnified party’s notice is given, give notice to the Indemnified Person or AMT 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 (to the extent the indemnified party action or AMT is entitled to indemnification), but shall not be bound by any compromise or settlement thereof effected by the Indemnified Person or AMT without its consent unless the conditions set forth in (A) and (B) above in this Section 8.7(b) are met in such case with respect to the indemnifying party (instead of the Indemnified Person or AMT). (c) Notwithstanding the other provisions of this Article 8 (including Section 8.7(d)), AMT shall be primarily be responsible for defending and directing the defense of any Proceeding against it, provided that if any such Proceeding involves an action, event or occurrence which arose or occurred prior to Closing which could reasonably be expected to become the subject of an indemnification claim hereunder and the Board of Managers cannot agree on the defense strategy for such Proceeding, then such disagreement shall not constitute an Impasse (as defined in the Amended and Restated Limited Liability Company Agreement) and the defense of such Proceeding shall become the primary responsibility of the party which could potentially become the indemnifying party with respect to such claim, but nothing in this clause (c) shall negate any obligation that Seller or Seller Parent may have to indemnify an Indemnified Person pursuant to Section 8.7(a) for any diminution in value of the Member Interest. (d) indemnified party. Notwithstanding the foregoing, but subject to Section 8.7(c), if an Indemnified Person 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 Agreementdamages, the Indemnified Person such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, compromise or settle such Proceeding, but the indemnifying party will shall not be bound by any determination of a Proceeding so defended or any compromise or settlement thereof effected without its consent (which may shall not be unreasonably withheld).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Person under Section 8.2 10.2 or Section 8.4 or AMT (in the case of any Proceeding which might give rise to an indemnification claim hereunder) 10.3 of notice of the commencement of any Proceeding against it, such indemnified party or AMT Indemnified Person 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 Proceeding against AMT, to the party which could potentially become 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 failure to give such notice. (b) If any Proceeding referred to in Section 8.7(a10.5(a) is brought against an Indemnified Person or AMT 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 andwill, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the Indemnified Person or AMT determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the Indemnified Person or AMT of its financial capacity to defend such Proceeding and fails to provide indemnification with respect to such Proceeding within a reasonable period of timeProceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the Indemnified Person or AMT and, after notice from the indemnifying party to the Indemnified Person or AMT of its election to assume the defense of such ProceedingProceeding and an acknowledgment of its indemnification obligation with respect thereto, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the Indemnified Person or AMT under this Section 8 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 Person or AMT in connection with the defense of such Proceeding, other than reasonable costs of investigation and participationinvestigation. If the indemnifying party assumes the defense of a ProceedingProceeding in accordance with the preceding sentence, (i) subject to the following sentence, 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 of such claims may be effected by the indemnifying party without the Indemnified Person's or AMT's consent, as the case may be, 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 or AMTPerson, and (B) the sole relief provided is monetary damages that does not exceed $50,000 in the aggregate and that are paid in full by the indemnifying party; party and (iiiii) the Indemnified Person or AMT will have no liability with respect to any compromise or settlement of such claims effected without its consent. Clause (i) of the immediately preceding sentence shall not apply if (a) AMT may incur any liability in connection with the Proceeding or (b) the indemnifying party may incur any liability in connection with the Proceeding (directly or indirectly through its direct or indirect investment in AMT) other than its obligation to indemnify an Indemnified Person or AMT pursuant to Section 8.7(a). If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within 10 Business Days ten days after the Indemnified Person's or AMT's notice is given, give notice to the Indemnified Person or AMT of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding (to the extent the indemnified party or AMT is entitled to indemnification), but shall not be bound by any compromise or settlement reasonably effected by the Indemnified Person or AMT without its consent unless the conditions set forth in (A) and (B) above in this Section 8.7(b) are met in such case with respect to the indemnifying party (instead of the Indemnified Person or AMT)Person. (c) Notwithstanding the other provisions of this Article 8 (including Section 8.7(d)), AMT shall be primarily be responsible for defending and directing the defense of any Proceeding against it, provided that if any such Proceeding involves an action, event or occurrence which arose or occurred prior to Closing which could reasonably be expected to become the subject of an indemnification claim hereunder and the Board of Managers cannot agree on the defense strategy for such Proceeding, then such disagreement shall not constitute an Impasse (as defined in the Amended and Restated Limited Liability Company Agreement) and the defense of such Proceeding shall become the primary responsibility of the party which could potentially become the indemnifying party with respect to such claim, but nothing in this clause (c) shall negate any obligation that Seller or Seller Parent may have to indemnify an Indemnified Person pursuant to Section 8.7(a) for any diminution in value of the Member Interest. (d) Notwithstanding the foregoing, but subject to Section 8.7(c), if an Indemnified Person determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates 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 Person indemnified party under Section 8.2 or Section 8.4 or AMT (in the case of any Proceeding which might give rise to an indemnification claim hereunder) Article VII of notice of the commencement of any Proceeding against it, such indemnified party or AMT will, if a claim is to be made against an indemnifying party under such SectionArticle, give notice to the indemnifying party (or, in the case of a Proceeding against AMT, to the party which could potentially become 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 referred to in Section 8.7(a7.7(a) is brought against an Indemnified Person or AMT 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 (i) the indemnifying party is also a party to such Proceeding and the Indemnified Person or AMT 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 Person or AMT indemnified party of its financial capacity to defend such Proceeding and fails to provide indemnification with respect to such Proceeding within a reasonable period of timeProceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the Indemnified Person or AMT indemnified party and, after notice from the indemnifying party to the Indemnified Person or AMT 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 Person or AMT indemnified party under this Section 8 Article VII 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 Person or AMT indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation and participationinvestigation. If the indemnifying party assumes the defense of a Proceeding, (i) subject to the following sentence, 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 of such claims may be effected by the indemnifying party without the Indemnified Person's or AMT's consent, as the case may be, indemnified party’s prior written 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 or AMTindemnified party, and (B) the sole relief provided is monetary damages that does not exceed $50,000 in the aggregate and that are paid in full by the indemnifying party; and (iii) the Indemnified Person or AMT will have no liability with respect to any compromise or settlement of such claims effected without its consent. Clause (i) of the immediately preceding sentence shall not apply if (a) AMT may incur any liability in connection with the Proceeding or (b) the indemnifying party may incur any liability in connection with the Proceeding (directly or indirectly through its direct or indirect investment in AMT) other than its obligation to indemnify an Indemnified Person or AMT pursuant to Section 8.7(a). If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within 10 Business Days thirty (30) days after the Indemnified Person's or AMT's indemnified party’s notice is given, give notice to the Indemnified Person or AMT 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 (to the extent the indemnified party or AMT is entitled to indemnification), but shall not be bound by any compromise or settlement effected by the Indemnified Person or AMT without its consent unless the conditions set forth in (A) and (B) above in this Section 8.7(b) are met in such case with respect to the indemnifying party (instead of the Indemnified Person or AMT)indemnified party. (c) Notwithstanding the other provisions of this Article 8 (including Section 8.7(d)), AMT shall be primarily be responsible for defending and directing the defense of any Proceeding against it, provided that if any such Proceeding involves an action, event or occurrence which arose or occurred prior to Closing which could reasonably be expected to become the subject of an indemnification claim hereunder and the Board of Managers cannot agree on the defense strategy for such Proceeding, then such disagreement shall not constitute an Impasse (as defined in the Amended and Restated Limited Liability Company Agreement) and the defense of such Proceeding shall become the primary responsibility of the party which could potentially become the indemnifying party with respect to such claim, but nothing in this clause (c) shall negate any obligation that Seller or Seller Parent may have to indemnify an Indemnified Person pursuant to Section 8.7(a) for any diminution in value of the Member Interest. (d) Notwithstanding the foregoing, but subject to Section 8.7(c), 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. (ai) Promptly Within 15 days after receipt by an Indemnified Person under Section 8.2 or Section 8.4 or AMT (in the case of any Proceeding which might give rise to an indemnification claim hereunder) indemnified party of notice of the commencement of any Proceeding proceeding against itit to which the indemnification in this Section 15 relates, such indemnified party or AMT willshall, if a claim is to be made against an indemnifying party under such SectionSection 15, give notice to the indemnifying party (or, in the case of a Proceeding against AMT, to the party which could potentially become the indemnifying party) of the commencement of such claimproceeding, but the failure to so 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 proceeding is materially prejudiced by the indemnifying indemnified party's failure to give such notice. (bii) If any Proceeding proceeding referred to in Section 8.7(aparagraph (i) above is brought against an Indemnified Person or AMT 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 (ix) the indemnifying party is also a party to such Proceeding proceeding and the Indemnified Person or AMT indemnified party determines in good faith that joint representation would be inappropriate, or (iiy) the indemnifying party fails to provide reasonable assurance to the Indemnified Person or AMT indemnified party of its financial capacity to defend such Proceeding proceeding and fails to provide indemnification with respect to such Proceeding within a reasonable period of timeproceeding), to assume the defense of such Proceeding proceeding with counsel reasonably satisfactory to the Indemnified Person or AMT indemnified party and, after notice from the indemnifying party to the Indemnified Person or AMT 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 Person or AMT indemnified party under this Section 8 15 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 Person or AMT indemnified party in connection with the defense of such Proceedingproceeding, other than reasonable costs of investigation and participation. If the indemnifying party assumes the defense of a Proceedingproceeding, without reservation of rights, (iaa) subject to the following sentence, 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; (iibb) no compromise or settlement of such claims may be effected by the indemnifying party without the Indemnified Personindemnified party's or AMT's consent, as the case may be, consent unless (A) there is no finding or admission of any a violation of Legal Requirements laws by the indemnified person (or any affiliate thereof) or any violation of the rights of any Person entity or person and no effect on any other claims that may be made against the Indemnified Person or AMTindemnified party, and (B) the sole relief provided is monetary damages that does not exceed $50,000 in the aggregate and that are paid in full by the indemnifying party; and (iiicc) the Indemnified Person or AMT indemnifying party will have no liability with respect to any compromise or settlement of the claims underlying such claims proceeding effected without its consent. Clause consent (i) of the immediately preceding sentence which shall not apply if (a) AMT may incur any liability in connection with the Proceeding be unreasonably withheld or (b) the indemnifying party may incur any liability in connection with the Proceeding (directly or indirectly through its direct or indirect investment in AMT) other than its obligation to indemnify an Indemnified Person or AMT pursuant to Section 8.7(adelayed). If notice is given to an indemnifying party of the commencement of any Proceeding proceeding and the indemnifying party does not, within 10 Business Days thirty (30) business days after the Indemnified Person's or AMTindemnified party's notice is given, give notice to the Indemnified Person or AMT 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 (to the extent the indemnified party proceeding or AMT is entitled to indemnification), but shall not be bound by any compromise or settlement effected by the Indemnified Person or AMT without its consent unless the conditions set forth in (A) and (B) above in this Section 8.7(b) are met in such case with respect to the indemnifying party (instead of the Indemnified Person or AMT)indemnified party. (c) Notwithstanding the other provisions of this Article 8 (including Section 8.7(d)), AMT shall be primarily be responsible for defending and directing the defense of any Proceeding against it, provided that if any such Proceeding involves an action, event or occurrence which arose or occurred prior to Closing which could reasonably be expected to become the subject of an indemnification claim hereunder and the Board of Managers cannot agree on the defense strategy for such Proceeding, then such disagreement shall not constitute an Impasse (as defined in the Amended and Restated Limited Liability Company Agreement) and the defense of such Proceeding shall become the primary responsibility of the party which could potentially become the indemnifying party with respect to such claim, but nothing in this clause (c) shall negate any obligation that Seller or Seller Parent may have to indemnify an Indemnified Person pursuant to Section 8.7(a) for any diminution in value of the Member Interest. (diii) Notwithstanding the foregoing, but subject to Section 8.7(c), if an Indemnified Person indemnified party determines in good faith that there is a reasonable probability that a Proceeding 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 indemnified party may, with respect to those issues, by notice to the indemnifying party, assume the exclusive right to defend, compromise, compromise or settle such Proceedingproceeding, but the indemnifying party will not be bound by any determination of a Proceeding proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheldwithheld or delayed).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) 10.6.1. Promptly after receipt by an Indemnified Person under Section 8.2 Sections 10.2 or Section 8.4 or AMT (in the case of any Proceeding which might give rise to an indemnification claim hereunder) 10.3, of notice of the commencement of any Proceeding against it, such indemnified party or AMT Indemnified Person will, if a claim is to be made by it against an indemnifying party under such Section, give notice to the indemnifying party (or, in the case of a Proceeding against AMT, to the party which could potentially become the indemnifying party) of the commencement of such claim, but the and with such notice provide a copy of any demand letter, summons or applicable correspondence, and any information with respect to insurance which may cover such claim and information with respect to any third party who may be liable to in connection therewith. 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 it is prejudiced by the indemnifying party's failure to give such notice. (b) 10.6.2. If any Proceeding referred to in Section 8.7(a) 10.6.1 is brought against an Indemnified Person or AMT and it or he 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 Person or AMT determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the Indemnified Person or AMT of its financial capacity to defend such Proceeding and fails to provide indemnification with respect to such Proceeding within a reasonable period of timeProceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the Indemnified Person or AMT and, after notice from the indemnifying party to the Indemnified Person or AMT 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 Person or AMT under this Section 8 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 Person or AMT in connection with the defense of such Proceeding, other than reasonable out of pocket costs of investigation and participationinvestigation. If the indemnifying party assumes the defense of a Proceeding, (i) subject to the following sentence, 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 of such claims may be effected by the indemnifying party without the Indemnified Person's or AMT's consent, as the case may be, 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 or AMTPerson, and (B) the sole relief provided is monetary damages that does not exceed $50,000 in the aggregate and that are paid in full by the indemnifying party; and (iii) the Indemnified Person or AMT will have no liability with respect to any compromise or settlement of such claims effected without its consent. Clause (i) of the immediately preceding sentence shall not apply if (a) AMT may incur any liability in connection with the Proceeding or (b) the indemnifying party may incur any liability in connection with the Proceeding (directly or indirectly through its direct or indirect investment in AMT) other than its obligation to indemnify an Indemnified Person or AMT pursuant to Section 8.7(a). If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within 10 Business Days ten days after the Indemnified Person's or AMT's notice is given, give notice to the Indemnified Person or AMT of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding (to the extent the indemnified party or AMT is entitled to indemnification), but shall not be bound by any compromise or settlement effected by the Indemnified Person or AMT without its consent unless except that the conditions set forth in (A) and (B) above in this Section 8.7(b) are met in such case with respect to Indemnified Person shall give the indemnifying party (instead seven days prior notice of the terms of any proposed settlement and the Indemnified Person shall not be liable to the extent that any Proceeding is conducted in, or AMT)the compromise or settlement is entered into in bad faith. (c) Notwithstanding the other provisions of this Article 8 (including Section 8.7(d)), AMT shall be primarily be responsible for defending and directing the defense of any Proceeding against it, provided that if any such Proceeding involves an action, event or occurrence which arose or occurred prior to Closing which could reasonably be expected to become the subject of an indemnification claim hereunder and the Board of Managers cannot agree on the defense strategy for such Proceeding, then such disagreement shall not constitute an Impasse (as defined in the Amended and Restated Limited Liability Company Agreement) and the defense of such Proceeding shall become the primary responsibility of the party which could potentially become the indemnifying party with respect to such claim, but nothing in this clause (c) shall negate any obligation that Seller or Seller Parent may have to indemnify an Indemnified Person pursuant to Section 8.7(a) for any diminution in value of the Member Interest. (d) 10.6.3. Notwithstanding the foregoing, but subject to Section 8.7(c), if an Indemnified Person determines in good faith that there is a reasonable probability that a Proceeding may is reasonably likely to materially adversely affect it or its affiliates 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). The Indemnified Person shall give the indemnifying party seven days prior notice of the terms of any proposed settlement and the Indemnified Person shall not be liable to the extent that any Proceeding is conducted in, or the compromise or settlement is entered into in bad faith. 10.6.4. Shareholders 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 Shareholders with respect to such a claim anywhere in the world.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Person indemnified party under Section 8.2 7.3.2 or Section 8.4 or AMT (in the case of any Proceeding which might give rise to an indemnification claim hereunder) 7.3.3 of notice of a claim against it (a "Claim"), the commencement of any Proceeding against it, such indemnified party or AMT 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 Proceeding against AMT, to the party which could potentially become the indemnifying party) of the commencement of such claimClaim, 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 Claim referred to in Section 8.7(a7.3.5(a) is brought made against an Indemnified Person or AMT 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 tax liabilities, be entitled to participate in such Proceeding the defense of the Claim and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding the Claim and the Indemnified Person or AMT indemnified party determines in good faith that joint representation would be inappropriateresult in a conflict of interest, or (ii) the indemnifying party fails to provide reasonable assurance to the Indemnified Person or AMT indemnified party of its financial capacity to defend such Proceeding the Claim and fails to provide indemnification with respect to such Proceeding within a reasonable period of timethe Claim), to assume the defense of such Proceeding the Claim with counsel reasonably satisfactory to the Indemnified Person or AMT indemnified party and, after notice from the indemnifying party to the Indemnified Person or AMT indemnified party of its election to assume the defense of such Proceedingthe Claim, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the Indemnified Person or AMT indemnified party under this such Section 8 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 Person or AMT indemnified party in connection with the defense of such Proceedingthe Claim, other than reasonable costs of investigation and participationinvestigation. If the indemnifying party assumes the defense of a ProceedingClaim, (i) subject to the following sentence, 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 of such claims may be effected by the indemnifying party without the Indemnified Personindemnified party's or AMT's consent, as the case may be, consent unless (Ai) 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 Claims that may be made against the Indemnified Person or AMTindemnified party, and (Bii) the sole relief provided is monetary damages that does not exceed $50,000 in the aggregate and that are paid in full by the indemnifying party; and (iiib) the Indemnified Person or AMT indemnifying party will have no liability with respect to any compromise or settlement of such claims effected without its consent. Clause (i) of the immediately preceding sentence shall not apply if (a) AMT may incur any liability in connection with the Proceeding or (b) the indemnifying party may incur any liability in connection with the Proceeding (directly or indirectly through its direct or indirect investment in AMT) other than its obligation to indemnify an Indemnified Person or AMT pursuant to Section 8.7(a). If notice is given to an indemnifying party of the commencement of any Proceeding a Claim and the indemnifying party does not, within 10 Business Days ten days after the Indemnified Person's or AMTindemnified party's notice is given, give notice to the Indemnified Person or AMT indemnified party of its election to assume the defense of such Proceedingthe Claim, the indemnifying party will be bound by any determination made in such Proceeding (with respect to the extent the indemnified party Claim or AMT is entitled to indemnification), but shall not be bound by any compromise or settlement effected by the Indemnified Person or AMT without its consent unless the conditions set forth in (A) and (B) above in this Section 8.7(b) are met in such case with respect to the indemnifying party (instead of the Indemnified Person or AMT)indemnified party. (c) Notwithstanding the other provisions of this Article 8 (including Section 8.7(d)), AMT shall be primarily be responsible for defending and directing the defense of any Proceeding against it, provided that if any such Proceeding involves an action, event or occurrence which arose or occurred prior to Closing which could reasonably be expected to become the subject of an indemnification claim hereunder and the Board of Managers cannot agree on the defense strategy for such Proceeding, then such disagreement shall not constitute an Impasse (as defined in the Amended and Restated Limited Liability Company Agreement) and the defense of such Proceeding shall become the primary responsibility of the party which could potentially become the indemnifying party with respect to such claim, but nothing in this clause (c) shall negate any obligation that Seller or Seller Parent may have to indemnify an Indemnified Person pursuant to Section 8.7(a) for any diminution in value of the Member Interest. (d) Notwithstanding the foregoing, but subject to Section 8.7(c), if an Indemnified Person indemnified party determines in good faith that there is a reasonable probability that a Proceeding Claim may adversely affect it or its affiliates Related Persons other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Person indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceedingthe Claim, but the indemnifying party will not be bound by any determination of a Proceeding 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 Person under Section 8.2 or Section 8.4 or AMT (in the case of any Proceeding which might give rise to an indemnification claim hereunder) indemnified party of notice of the commencement of any Proceeding proceeding against it, such indemnified party or AMT will, if a claim is to be made against an indemnifying party under such Sectionparty, give notice to the indemnifying party (or, in the case of a Proceeding against AMT, to the party which could potentially become 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 8.7(a6.5(a) is brought against an Indemnified Person or AMT 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 Person or AMT indemnified party reasonably determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the Indemnified Person or AMT indemnified party of its financial capacity to defend such Proceeding proceeding and fails to provide indemnification with respect to such Proceeding within a reasonable period of timeproceeding), to assume the defense of such Proceeding proceeding with counsel reasonably satisfactory to the Indemnified Person or AMT indemnified party and, after notice from the indemnifying party to the Indemnified Person or AMT 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 Person or AMT indemnified party under this Section 8 Article VI 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 Person or AMT indemnified party in connection with the defense of such Proceedingproceeding, other than reasonable costs of investigation and participationinvestigation. If the indemnifying party assumes the defense of a Proceedingproceeding, (i) subject to the following sentence, 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 of such claims may be effected by the indemnifying party without the Indemnified Personindemnified party's or AMT's consent, as the case may be, consent unless (A) there is no finding or admission of any violation of Legal Requirements law or any violation of the rights of any Person person and no effect on any other claims that may be made against the Indemnified Person or AMTindemnified party, and (B) the sole relief provided is monetary damages that does not exceed $50,000 in the aggregate and that are paid in full by the indemnifying party; and (iii) the Indemnified Person or AMT indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. Clause (i) of the immediately preceding sentence shall not apply if (a) AMT may incur any liability in connection with the Proceeding or (b) the indemnifying party may incur any liability in connection with the Proceeding (directly or indirectly through its direct or indirect investment in AMT) other than its obligation to indemnify an Indemnified Person or AMT pursuant to Section 8.7(a). If notice is given to an indemnifying party of the commencement of any Proceeding proceeding and the indemnifying party does not, within 10 Business Days fifteen days after the Indemnified Person's or AMTindemnified party's notice is given, give notice to the Indemnified Person or AMT 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 (to the extent the indemnified party proceeding or AMT is entitled to indemnification), but shall not be bound by any compromise or settlement effected by the Indemnified Person or AMT without its consent unless the conditions set forth in (A) and (B) above in this Section 8.7(b) are met in such case with respect indemnified party to which the indemnifying party (instead of the Indemnified Person or AMT)consents, which consent may not be unreasonably withheld. (c) Notwithstanding the other provisions of this Article 8 (including Section 8.7(d)), AMT shall be primarily be responsible for defending and directing the defense of any Proceeding against it, provided that if any such Proceeding involves an action, event or occurrence which arose or occurred prior to Closing which could reasonably be expected to become the subject of an indemnification claim hereunder and the Board of Managers cannot agree on the defense strategy for such Proceeding, then such disagreement shall not constitute an Impasse (as defined in the Amended and Restated Limited Liability Company Agreement) and the defense of such Proceeding shall become the primary responsibility of the party which could potentially become the indemnifying party with respect to such claim, but nothing in this clause (c) shall negate any obligation that Seller or Seller Parent may have to indemnify an Indemnified Person pursuant to Section 8.7(a) for any diminution in value of the Member Interest. (d) Notwithstanding the foregoing, but subject to Section 8.7(c), if an Indemnified Person indemnified party determines in good faith that there is a reasonable probability that a Proceeding 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 indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceedingproceeding, but the indemnifying party will not be bound by any determination of a Proceeding 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 Person indemnified party under Section 8.2 13.2 or Section 8.4 or AMT (in the case of any Proceeding which might give rise to an indemnification claim hereunder) 13.3 of notice of the commencement of any Proceeding against it, such indemnified party or AMT 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 Proceeding against AMT, to the party which could potentially become 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 referred to in Section 8.7(a) 13.5 is brought against an Indemnified Person or AMT indemnified party 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 Person or AMT 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 Person or AMT indemnified party of its financial capacity to defend such Proceeding and fails to provide indemnification with respect to such Proceeding within a reasonable period of timeProceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the Indemnified Person or AMT indemnified party and, after notice from the indemnifying party to the Indemnified Person or AMT 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 Person or AMT indemnified party under this Section 8 ARTICLE 13 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 Person or AMT indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation and participationinvestigation. If the indemnifying party assumes the defense of a Proceeding, (i) subject to the following sentence, 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 of such claims may be effected by the indemnifying party without the Indemnified Person's or AMT's consent, as the case may be, 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 Person or AMTindemnified party, and (B) the sole relief provided is monetary damages that does not exceed $50,000 in the aggregate and that are paid in full by the indemnifying party; and (iii) the Indemnified Person or AMT indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. Clause (i) of the immediately preceding sentence shall not apply if (a) AMT may incur any liability in connection with the Proceeding or (b) the indemnifying party may incur any liability in connection with the Proceeding (directly or indirectly through its direct or indirect investment in AMT) other than its obligation to indemnify an Indemnified Person or AMT pursuant to Section 8.7(a). If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within 10 Business Days ten days after the Indemnified Person's or AMT's indemnified party’s notice is given, give notice to the Indemnified Person or AMT 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 (to the extent the indemnified party or AMT is entitled to indemnification), but shall not be bound by any compromise or settlement effected by the Indemnified Person or AMT without its consent unless the conditions set forth in (A) and (B) above in this Section 8.7(b) are met in such case with respect indemnified party. Each indemnified party hereby grants to the indemnifying party (instead party, to the extent permitted by law or by the terms of the Indemnified Person indemnified party’s insurance policies then in force, a right of subrogation to proceed against the particular third party or AMT)parties in question, and seek to recover therefrom any amounts to which such indemnifying party may be lawfully entitled. (c) Notwithstanding the other provisions of this Article 8 (including Section 8.7(d)), AMT shall be primarily be responsible for defending and directing the defense of any Proceeding against it, provided that if any such Proceeding involves an action, event or occurrence which arose or occurred prior to Closing which could reasonably be expected to become the subject of an indemnification claim hereunder and the Board of Managers cannot agree on the defense strategy for such Proceeding, then such disagreement shall not constitute an Impasse (as defined in the Amended and Restated Limited Liability Company Agreement) and the defense of such Proceeding shall become the primary responsibility of the party which could potentially become the indemnifying party with respect to such claim, but nothing in this clause (c) shall negate any obligation that Seller or Seller Parent may have to indemnify an Indemnified Person pursuant to Section 8.7(a) for any diminution in value of the Member Interest. (d) Notwithstanding the foregoing, but subject to Section 8.7(c), if an Indemnified Person 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 Person 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 and Buyer 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 Person indemnified party under Section 8.2 2 or Section 8.4 or AMT (in the case of any Proceeding which might give rise to an indemnification claim hereunder) 3 of notice of the commencement of any Proceeding Third Party Claim against it, such indemnified party or AMT will, if a claim is to be made against an indemnifying party under such Sectionsection, give written notice to the indemnifying party (or, in the case of a Proceeding against AMT, to the party which could potentially become the indemnifying party) of the commencement of such claim, but the Third Party Claim. The failure to notify the indemnifying party party, however, 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 actually prejudiced by the indemnifying indemnified party's failure to give such notice. (b) If any Proceeding Third Party Claim referred to in Section 8.7(a4(a) is made or brought against an Indemnified Person or AMT indemnified party and it gives notice to the indemnifying party of the commencement of such Proceedingany Third 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 Third Party Claim and the Indemnified Person or AMT indemnified party determines in good faith to that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the Indemnified Person or AMT indemnified party of its financial capacity to defend such Proceeding Third Party Claim and fails to provide indemnification with respect to such Proceeding within a reasonable period of timeThird Party Claim), to assume the defense of such Proceeding Third Party Claim with counsel reasonably satisfactory to the Indemnified Person or AMT indemnified party and, after notice from the indemnifying party to the Indemnified Person or AMT 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 Person or AMT indemnified party under this Section 8 4 for any fees of other counsel or any other expenses with respect to the defense or investigation of such ProceedingThird Party Claim, in each case case, subsequently incurred by the Indemnified Person or AMT indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation and participationThird Party Claim. If the indemnifying party assumes the defense of a ProceedingThird Party Claim, (i) subject to the following sentence, it will be conclusively established a rebuttable presumption for purposes of this Agreement that the claims made in that Proceeding are such Third Party Claim is within the scope of of, and subject to indemnificationindemnification under, this Agreement; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the Indemnified Person's or AMTindemnified party's consent, as the case may be, unless (A) there is no finding which consent shall not be unreasonably withheld 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 or AMT, and (B) the sole relief provided is monetary damages that does not exceed $50,000 in the aggregate and that are paid in full by the indemnifying partydelayed; and (iii) the Indemnified Person or AMT indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. Clause (i) of the immediately preceding sentence shall not apply if (a) AMT may incur any liability in connection with the Proceeding or (b) the indemnifying party may incur any liability in connection with the Proceeding (directly or indirectly through its direct or indirect investment in AMT) other than its obligation to indemnify an Indemnified Person or AMT pursuant to Section 8.7(a). If notice is given to an indemnifying party of the commencement of any Proceeding Third Party Claim and the indemnifying party does not, within 10 Business Days ten business days after the Indemnified Person's or AMTindemnified party's notice is given, give notice to the Indemnified Person or AMT 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 the proceeding in which such Proceeding (to the extent the indemnified party Third Party Claim is brought, or AMT is entitled to indemnification), but shall not be bound by any compromise or settlement of such Third Party Claim effected by the Indemnified Person or AMT without its consent unless the conditions set forth in (A) and (B) above in this Section 8.7(b) are met in such case with respect to the indemnifying party (instead of the Indemnified Person or AMT)indemnified party. (c) Notwithstanding the other provisions of this Article 8 (including Section 8.7(d)), AMT shall be primarily be responsible for defending and directing the defense of any Proceeding against it, provided that if any such Proceeding involves an action, event or occurrence which arose or occurred prior to Closing which could reasonably be expected to become the subject of an indemnification claim hereunder and the Board of Managers cannot agree on the defense strategy for such Proceeding, then such disagreement shall not constitute an Impasse (as defined in the Amended and Restated Limited Liability Company Agreement) and the defense of such Proceeding shall become the primary responsibility of the party which could potentially become the indemnifying party with respect to such claim, but nothing in this clause (c) shall negate any obligation that Seller or Seller Parent may have to indemnify an Indemnified Person pursuant to Section 8.7(a) for any diminution in value of the Member Interest. (d) Notwithstanding the foregoing, but subject to Section 8.7(c), if an Indemnified Person indemnified party determines in good faith that there is a reasonable probability that a Proceeding Third Party Claim may adversely affect it or its affiliates Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Person indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such ProceedingThird Party Claim, but the indemnifying party will not be bound by any determination of a Proceeding so defended proceeding in which such Third Party Claim is brought, or any compromise or settlement of such Third Party Claim effected without its consent (which may not be unreasonably withheld). (d) The Casden Indemnitors and AIMCO hereby consent to the non-exclusive jurisdiction of any court in which a Third-Party Claim is brought against any indemnified party for purposes of resolving issues of indemnity under this Agreement, or for the purpose of resolving any of the matters alleged herein, and agree that process may be served on them with respect to such a claim anywhere in the world. (e) XYZ shall use commercially reasonable efforts to defend and prosecute each action set forth on Section 4.6(ii) of the Casden Disclosure Letter. (f) Until and including the Closing Date, Casden shall use commercially reasonable efforts to defend and prosecute all litigation set forth on Section 4.6(i) of the Casden Disclosure Letter and shall take every step reasonably necessary to cooperate and assist in the transition of control over that litigation to AIMCO. After the Closing Date, the Casden Indemnitors shall, and XYZ shall cause Development LLC and its employees to, fully cooperate in the litigation, at AIMCO's reasonable request, by, without limitation, providing access to their employees, principals, agents or other witnesses. Any out-of-pocket expenses relating to the foregoing sentence shall be the sole responsibility of AIMCO, and AIMCO shall reimburse the appropriate Casden Indemnitor for all such expenses.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Person entitled to indemnity under Section 8.2 8.3 or a Seller entitled to indemnity under Section 8.4 or AMT (in the case of any Proceeding which might give rise to an indemnification claim hereunder“Indemnitee”) of notice of the commencement assertion of any Proceeding a third party claim against it, such indemnified party or AMT willIndemnitee shall, if a claim is to be made against an indemnifying the party obligated to indemnify under such Sectionsection (“Indemnitor”), give written notice to the indemnifying party (or, in the case of a Proceeding against AMT, to the party which could potentially become the indemnifying party) Indemnitor of the commencement assertion of such third party claim, but the failure to notify or delay in notifying the indemnifying party Indemnitor will not relieve the indemnifying party Indemnitor of any liability that it may have to any indemnified partyIndemnitee, except to the extent that the indemnifying party Indemnitor demonstrates that the defense of such action the third party claim is prejudiced by the indemnifying party's Indemnitee’s failure to give or delay in giving such notice. (b) If any Proceeding referred to in Section 8.7(a) is brought against an Indemnified Person or AMT and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party will Indemnitor shall be entitled to participate in such Proceeding the defense of any third party claim for which indemnification is sought and, to the extent that it wishes (unless (i) the indemnifying third party claim is also a party to such Proceeding against Indemnitor and the Indemnified Person or AMT Indemnitee determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party Indemnitor fails to provide reasonable assurance to the Indemnified Person or AMT Indemnitee of its financial capacity to defend such Proceeding third party claim and fails to provide indemnification with respect to such Proceeding within a reasonable period of timethird party claim), to assume the defense of such Proceeding third party claim with counsel reasonably satisfactory to the Indemnified Person or AMT and, after Indemnitee. After notice from the indemnifying party Indemnitor to the Indemnified Person or AMT Indemnitee of its election to assume the defense of such Proceedingthird party claim, the indemnifying party will Indemnitor shall not, as long as it diligently conducts such defense, be liable to the Indemnified Person or AMT Indemnitee under this Section 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 Person or AMT Indemnitee in connection with the defense of such Proceedingthird party claim, other than reasonable costs of investigation and participationinvestigation. If the indemnifying Indemnitor assumes such defense of a third party claim, the Indemnitee shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnitor. If the Indemnitor assumes the defense of a Proceedingthird party claim, (i) subject to the following sentencesuch assumption will not in any way establish, it will be conclusively established or constitute evidence, for purposes of this Agreement 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 of such claims third party claim may be effected by the indemnifying party Indemnitor without the Indemnified Person's or AMT's consent, as the case may be, Indemnitee’s prior written consent unless (A) there is no finding or admission of any violation of Legal Requirements any legal requirement or any violation of the rights of any Person person and no effect on any other claims that may be made against the Indemnified Person or AMTIndemnitee, and (B) the sole relief provided is monetary damages that does not exceed $50,000 in the aggregate and that are paid in full by the indemnifying partyIndemnitor; and (iii) the Indemnified Person or AMT will Indemnitee shall have no liability with respect to any compromise or settlement of such claims third party claim effected without its consent. Clause (i) of the immediately preceding sentence shall not apply if (a) AMT may incur any liability in connection with the Proceeding or (b) the indemnifying party may incur any liability in connection with the Proceeding (directly or indirectly through its direct or indirect investment in AMT) other than its obligation to indemnify an Indemnified Person or AMT pursuant to Section 8.7(a). If notice is given to an indemnifying party Indemnitor of the commencement assertion of any Proceeding third party claim and the indemnifying party does not, within 10 Business Days after the Indemnified Person's or AMT's notice is given, give notice to the Indemnified Person or AMT of its election Indemnitor fails to assume the defense of such Proceedingthird party claim within ten (10) days after the Indemnitee’s notice is given if required to do so under this Section 8, the indemnifying Indemnitee will (upon delivering notice to such effect to the Indemnitor) have the right to undertake, at the Indemnitor’s cost and expense, the defense, compromise or settlement of such third party will claim on behalf of and for the account and risk of the Indemnitor; provided, however, in which event the Indemnitor shall be bound by any determination made entitled, at the Indemnitor’s cost, risk and expense, to participate in such Proceeding (to the extent the indemnified defense, compromise or settlement with separate counsel of its own choosing; provided, further, that such third party or AMT is entitled to indemnification), but claim shall not be bound by any compromise compromised or settlement effected by settled without the Indemnified Person written consent of the Indemnitor, which consent shall not be unreasonably withheld. If the Indemnitee settles or AMT compromises such third party action without its the prior written consent unless of the conditions set forth in (A) and (B) above in this Section 8.7(b) are met in such case Indemnitor, the Indemnitor will bear no liability hereunder for or with respect to the indemnifying such third party (instead of the Indemnified Person or AMT)claim unless such consent has been requested and unreasonably denied. (c) Notwithstanding the other provisions of this Article 8 (including Section 8.7(d)), AMT shall be primarily be responsible for defending and directing the defense of any Proceeding against it, provided that if any such Proceeding involves an action, event or occurrence which arose or occurred prior to Closing which could reasonably be expected to become the subject of an indemnification claim hereunder and the Board of Managers cannot agree on the defense strategy for such Proceeding, then such disagreement shall not constitute an Impasse (as defined in the Amended and Restated Limited Liability Company Agreement) and the defense of such Proceeding shall become the primary responsibility of the party which could potentially become the indemnifying party with respect to such claim, but nothing in this clause (c) shall negate any obligation that Seller or Seller Parent may have to indemnify an Indemnified Person pursuant to Section 8.7(a) for any diminution in value of the Member Interest. (d) Notwithstanding the foregoing, but subject to Section 8.7(c), if an Indemnified Person Indemnitee determines in good faith that there is a reasonable probability that a Proceeding 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 Person Indemnitee may, by notice to the indemnifying partyIndemnitor, assume the exclusive right to defend, compromise, or settle such Proceedingthird party claim, but the indemnifying party Indemnitor will not be bound by any determination of a Proceeding any third party claim so defended for the purposes of this Agreement or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) With respect to any third party claim subject to indemnification under this Section 8, (i) both Indemnitor and Indemnitee, as the case may be, shall keep the other fully informed of the status of such third party claim and any related proceedings at all stages thereof where such party is not represented by its own counsel, and (ii) the parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to cooperate in good faith with each other in order to ensure the proper and adequate defense of any third party claim. (e) With respect to any third party claim subject to indemnification under this Section 8, the parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all Confidential Information and the attorney-client and work-product privileges.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Person indemnified party under this Section 8.2 or Section 8.4 or AMT (in the case of any Proceeding which might give rise to an indemnification claim hereunder) 6.14 of notice of the commencement of any Proceeding against it, such indemnified party or AMT 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 Proceeding against AMT, to the party which could potentially become 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 referred to in Section 8.7(athe preceding paragraph (a) is brought against an Indemnified Person or AMT 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 (i) the indemnifying party is also a party to such Proceeding and the Indemnified Person or AMT 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 Person or AMT indemnified party of its financial capacity to defend such Proceeding and fails to provide indemnification with respect to such Proceeding within a reasonable period of timeProceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the Indemnified Person or AMT indemnified party and, after notice from the indemnifying party to the Indemnified Person or AMT 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 Person or AMT indemnified party under this Section 8 6.14 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 Person or AMT indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation and participationinvestigation. If the indemnifying party assumes the defense of a Proceeding, (i) subject to the following sentence, 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 of such claims may be effected by the indemnifying party without the Indemnified Person's or AMT's consent, as the case may be, indemnified party’s consent unless (A) there is no finding or admission of any violation of Legal Requirements legal requirements or any violation of the rights of any Person person and no effect on any other claims that may be made against the Indemnified Person or AMTindemnified party, and (B) the sole relief provided is monetary damages that does not exceed $50,000 in the aggregate and that are paid in full by the indemnifying party; and (iii) the Indemnified Person or AMT indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. Clause (i) of the immediately preceding sentence shall not apply if (a) AMT may incur any liability in connection with the Proceeding or (b) the indemnifying party may incur any liability in connection with the Proceeding (directly or indirectly through its direct or indirect investment in AMT) other than its obligation to indemnify an Indemnified Person or AMT pursuant to Section 8.7(a). If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within 10 Business Days ten days after the Indemnified Person's or AMT's indemnified party’s notice is given, give notice to the Indemnified Person or AMT 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 (to the extent the indemnified party or AMT is entitled to indemnification), but shall not be bound by any compromise or settlement effected by the Indemnified Person or AMT without its consent unless the conditions set forth in (A) and (B) above in this Section 8.7(b) are met in such case with respect to the indemnifying party (instead of the Indemnified Person or AMT)indemnified party. (c) Notwithstanding the other provisions of this Article 8 (including Section 8.7(d)), AMT shall be primarily be responsible for defending and directing the defense of any Proceeding against it, provided that if any such Proceeding involves an action, event or occurrence which arose or occurred prior to Closing which could reasonably be expected to become the subject of an indemnification claim hereunder and the Board of Managers cannot agree on the defense strategy for such Proceeding, then such disagreement shall not constitute an Impasse (as defined in the Amended and Restated Limited Liability Company Agreement) and the defense of such Proceeding shall become the primary responsibility of the party which could potentially become the indemnifying party with respect to such claim, but nothing in this clause (c) shall negate any obligation that Seller or Seller Parent may have to indemnify an Indemnified Person pursuant to Section 8.7(a) for any diminution in value of the Member Interest. (d) Notwithstanding the foregoing, but subject to Section 8.7(c), if an Indemnified Person 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 Person 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 Person under Section 8.2 or Section 8.4 or AMT (in the case of any Proceeding which might give rise to an indemnification claim hereunder) indemnified party of notice of the commencement of any Proceeding against itit by a third party, such indemnified party or AMT will, if a claim is to be made against an indemnifying party 50 under such Section, give notice to the indemnifying party (or, in the case of a Proceeding against AMT, to the party which could potentially become 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 referred to in Section 8.7(a) is brought by a third party against an Indemnified Person or AMT indemnified party 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 Person or AMT indemnified party determines in good faith that joint representation would be inappropriate, inappropriate or (ii) the indemnifying party fails to provide reasonable assurance to the Indemnified Person or AMT indemnified party of its financial capacity to defend such Proceeding and fails to provide indemnification with respect to such Proceeding within a reasonable period of time), or to assume the defense of such Proceeding with counsel reasonably satisfactory to the Indemnified Person or AMT and, after indemnified party. After notice from the indemnifying party to the Indemnified Person or AMT 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 Person or AMT indemnified party under this Section 8 Article 11 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 Person or AMT indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation and participationinvestigation. If the indemnifying party assumes the defense of a Proceeding, (i) subject to the following sentence, 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 of such claims may be effected by the indemnifying party without the Indemnified Personindemnified party's or AMT's consent, as the case may be, 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 or AMT, indemnified party and (B) the sole relief provided is monetary damages that does not exceed $50,000 in the aggregate and that are paid in full by the indemnifying party; and (iii) the Indemnified Person or AMT indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. Clause (i) of the immediately preceding sentence shall not apply if (a) AMT may incur any liability in connection with the Proceeding or (b) the indemnifying party may incur any liability in connection with the Proceeding (directly or indirectly through its direct or indirect investment in AMT) other than its obligation to indemnify an Indemnified Person or AMT pursuant to Section 8.7(a). If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within 10 Business Days 30 days after the Indemnified Person's or AMT's such notice is given, give notice to the Indemnified Person or AMT 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 (to the extent the indemnified party or AMT is entitled to indemnification), but shall not be bound by any compromise or settlement effected by the Indemnified Person or AMT without its consent unless the conditions set forth in (A) and (B) above in this Section 8.7(b) are met in such case with respect to the indemnifying party (instead of the Indemnified Person or AMT)indemnified party. (c) Notwithstanding the other provisions of this Article 8 (including Section 8.7(d)), AMT shall be primarily be responsible for defending and directing the defense of any Proceeding against it, provided that if any such Proceeding involves an action, event or occurrence which arose or occurred prior to Closing which could reasonably be expected to become the subject of an indemnification claim hereunder and the Board of Managers cannot agree on the defense strategy for such Proceeding, then such disagreement shall not constitute an Impasse (as defined in the Amended and Restated Limited Liability Company Agreement) and the defense of such Proceeding shall become the primary responsibility of the party which could potentially become the indemnifying party with respect to such claim, but nothing in this clause (c) shall negate any obligation that Seller or Seller Parent may have to indemnify an Indemnified Person pursuant to Section 8.7(a) for any diminution in value of the Member Interest. (d) Notwithstanding the foregoing, but subject to Section 8.7(c), if an Indemnified Person 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 Person indemnified party may, by notice to the indemnifying party, assume join in the exclusive right to defend, compromise, 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 and Shareholder hereby consent to the non-exclusive jurisdiction of any court of competent jurisdiction located 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 Seller with respect to such a claim anywhere in the world.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Person indemnified party under Section 8.2 or Section 8.4 or AMT (in the case of any Proceeding which might give rise to an indemnification claim hereunder) Sections 10.2 - 10.6 of notice of the commencement of any Proceeding against it, such indemnified party or AMT 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 Proceeding against AMT, to the party which could potentially become 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 referred to in Section 8.7(a10.9(a) is brought against an Indemnified Person or AMT 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 (i) the indemnifying party is also a party to such Proceeding and the Indemnified Person or AMT 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 Person or AMT indemnified party of its financial capacity to defend such Proceeding and fails to provide indemnification with respect to such Proceeding within a reasonable period of timeProceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the Indemnified Person or AMT indemnified party and, after notice from the indemnifying party to the Indemnified Person or AMT 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 Person or AMT indemnified party under this Section 8 Article X 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 Person or AMT indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation and participationinvestigation. If the indemnifying party assumes the defense of a Proceeding, (i) subject to the following sentence, 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 of such claims may be effected by the indemnifying party without the Indemnified Person's or AMT's consent, as the case may be, indemnified party’s consent unless (A) there is no finding or admission of any violation of Legal Requirements 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 or AMTindemnified party, and (B) the sole relief provided is monetary damages that does not exceed $50,000 in the aggregate and that are paid in full by the indemnifying party; and (iii) the Indemnified Person or AMT indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. Clause (i) of the immediately preceding sentence shall not apply if (a) AMT may incur any liability in connection with the Proceeding or (b) the indemnifying party may incur any liability in connection with the Proceeding (directly or indirectly through its direct or indirect investment in AMT) other than its obligation to indemnify an Indemnified Person or AMT pursuant to Section 8.7(a). If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within 10 Business Days after the Indemnified Person's or AMT's notice is given, give notice to the Indemnified Person or AMT of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding (to the extent the indemnified party or AMT is entitled to indemnification), but shall not be bound by any compromise or settlement effected by the Indemnified Person or AMT without its consent unless the conditions set forth in (A) and (B) above in this Section 8.7(b) are met in such case with respect to the indemnifying party (instead of the Indemnified Person or AMT). (c) Notwithstanding Each of the other provisions of this Article 8 (including Section 8.7(d)), AMT shall be primarily be responsible for defending Seller and directing Uponor hereby consent to the defense non-exclusive jurisdiction of any court in which a Proceeding is brought against it, provided any Indemnified Person for purposes of any claim that if any such Proceeding involves an action, event or occurrence which arose or occurred prior to Closing which could reasonably be expected to become the subject of an indemnification claim hereunder and the Board of Managers cannot agree on the defense strategy for such Proceeding, then such disagreement shall not constitute an Impasse (as defined in the Amended and Restated Limited Liability Company Agreement) and the defense of such Proceeding shall become the primary responsibility of the party which could potentially become the indemnifying party Indemnified Person may have under this Agreement with respect to such claimProceeding or the matters alleged therein, but nothing in this clause (c) shall negate any obligation and agree that process may be served on the Seller or Seller Parent Uponor (as the case may have be) with respect to indemnify an Indemnified Person pursuant to Section 8.7(a) for any diminution such a claim anywhere in value of the Member Interestworld. (d) Notwithstanding the foregoing, but subject to Section 8.7(c), 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 Person under Section 8.2 or Section 8.4 or AMT (in the case of any Proceeding which might give rise to an indemnification claim hereunder) indemnified party of notice of the commencement assertion of any Proceeding against itit (a “Third-Party Claim”), such indemnified party or AMT will, if a claim is to be made against an indemnifying party under this Article IX or if such SectionThird-Party Claim could be applied against the thresholds or baskets described in Section 9.04 or Section 9.05, give written notice to the indemnifying party (or, in the case of a Proceeding against AMT, to the party which could potentially become the indemnifying party) of the commencement assertion of such claimThird-Party Claim, but provided that the failure to notify the indemnifying party in writing 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 indemnified party's ’s failure to give such written notice. (b) If any Proceeding Third-Party Claim referred to in Section 8.7(a9.07(a) is brought asserted against an Indemnified Person or AMT indemnified party and it the indemnified party gives written notice to the indemnifying party pursuant to Section 9.07(a) of the commencement assertion of such ProceedingThird-Party Claim, the indemnifying party will shall, 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 against whom the Third-Party Claim is made and the Indemnified Person or AMT 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 Person or AMT indemnified party of its financial capacity to defend such Proceeding Third-Party Claim and fails to provide indemnification with respect to such Proceeding within a reasonable period of timeThird-Party Claim), to assume the defense of such Proceeding Third-Party Claim with counsel reasonably satisfactory to the Indemnified Person or AMT indemnified party and, after notice from the indemnifying party to the Indemnified Person or AMT 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 Person or AMT indemnified party under this Section 8 9.07 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 Person or AMT indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation and participationThird-Party Claim. If the indemnifying party assumes the defense of a ProceedingThird-Party Claim, (i) subject to the following sentence, 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; (iix) no compromise or settlement of such claims Third-Party Claims may be effected by the indemnifying party without the Indemnified Person's indemnified party’s consent (not to be unreasonably withheld, conditioned or AMT's consent, as the case may be, delayed) unless (A) there is no finding or admission of any violation of Legal Requirements any Law or any violation of the rights of any Person and no effect on any other claims Third-Party Claims that may be made against the Indemnified Person or AMTindemnified party, and (B) the sole relief provided is monetary damages that does not exceed $50,000 in the aggregate and that are paid in full by the indemnifying party; and (iiiy) the Indemnified Person or AMT indemnified party will have no liability with respect to any compromise or settlement of such claims Third-Party Claims effected without its consent. Clause , and (iz) the indemnified party may retain separate co-counsel at its sole cost and expense and participate in the defense of the immediately preceding sentence shall not apply if (a) AMT may incur any liability in connection with the Proceeding or (b) the indemnifying party may incur any liability in connection with the Proceeding (directly or indirectly through its direct or indirect investment in AMT) other than its obligation to indemnify an Indemnified Person or AMT pursuant to Section 8.7(a)Third-Party Claim. 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 10 ten (10) Business Days after the Indemnified Person's or AMT's indemnified party’s notice is given, give notice to the Indemnified Person or AMT 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 (to the extent the indemnified party or AMT is entitled to indemnification), but shall not be bound by any compromise or settlement effected by the Indemnified Person or AMT without its consent unless indemnified party, subject to the conditions limitations of liability and the other limits set forth in (A) and (B) above this Article IX. If Network or the Shareholders are the indemnifying parties, then the notices required in this Section 8.7(b) are met in such case with respect 9.07 shall be given to the Shareholder Representative who shall act on behalf of the indemnifying party (instead for purposes of the Indemnified Person or AMT)this Article IX. (c) Notwithstanding the other provisions of this Article 8 (including Section 8.7(d)), AMT shall be primarily be responsible for defending and directing the defense of any Proceeding against it, provided that if any such Proceeding involves an action, event or occurrence which arose or occurred prior to Closing which could reasonably be expected to become the subject of an indemnification claim hereunder and the Board of Managers cannot agree on the defense strategy for such Proceeding, then such disagreement shall not constitute an Impasse (as defined in the Amended and Restated Limited Liability Company Agreement) and the defense of such Proceeding shall become the primary responsibility of the party which could potentially become the indemnifying party with respect to such claim, but nothing in this clause (c) shall negate any obligation that Seller or Seller Parent may have to indemnify an Indemnified Person pursuant to Section 8.7(a) for any diminution in value of the Member Interest. (d) Notwithstanding the foregoing, but subject to Section 8.7(c), if an Indemnified Person indemnified party determines in good faith that there is a reasonable probability that a Proceeding Third-Party Claim may adversely affect it or its affiliates Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Person indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such ProceedingThird-Party Claim, but the indemnifying party will not be bound by any determination of a Proceeding any Third-Party Claim so defended or any compromise or settlement effected without its written consent (which may not be unreasonably withheld, conditioned or delayed). (d) Regardless of the party who defends against such Third Party Claim, the other party agrees to cooperate in good faith with the defending party.