Common use of Procedure for Indemnification Clause in Contracts

Procedure for Indemnification. 8.3.1 In the event that any legal proceedings are instituted, or any claim or demand is asserted, by any third party which may give rise to any damage, liability, loss, or cost or expense in respect of which either party has indemnified the other party under this Section 8 above, the indemnified party shall give the indemnifying party written notice of the institution of such proceeding, or the assertion of such claim or demand, promptly after the indemnified party first becomes aware thereof; provided, however, that any failure by the indemnified party to give such notice on such prompt basis shall not affect any of its rights to indemnification hereunder unless such failure materially and adversely affects the ability of the indemnifying party to defend such proceeding. 8.3.2 The indemnifying party shall have the right, at its option and at its own expense, to be represented by counsel of its choice, subject to the approval of the indemnified party, which approval shall not be unreasonably withheld or delayed, and to defend against, negotiate with respect to, settle or otherwise deal with such proceeding, claim or demand; provided, however, that no settlement of such proceeding, claim or demand shall be made without the prior written consent of the indemnified party, which consent shall not be unreasonably withheld or delayed, unless, pursuant to the terms and conditions of such settlement, the indemnified party shall be released from any liability or other exposure with respect to such proceeding, claim or demand; and provided, further, that the indemnified party may participate in any such proceeding with counsel of its choice and at its own expense. In the event, or to the extent, the indemnifying party elects not to, or fails to, defend such proceeding, claim or demand and the indemnified party defends against, settles or otherwise deals with any such proceeding, claim or demand, any settlement thereof may be made without the consent of the indemnifying party if it is given written notice of the material terms and conditions of such settlement at least ten (10) business days prior to a binding agreement with respect to such settlement being reached. Each of the parties agrees to cooperate fully with each other in connection with the defense, negotiation or settlement of any such proceeding, claim or demand.

Procedure for Indemnification. 8.3.1 In the event that any legal proceedings are instituteda party intends to seek indemnification pursuant to the provisions of Sections 11.1 or 11.2 hereof (the "Indemnified Party"), or the Indemnified Party shall promptly give notice hereunder to the other party (the "Indemnifying Party") after obtaining written notice of any claim or demand is assertedthe service of a summons or other initial legal process in any action instituted against the Indemnified Party as to which recovery may be sought against the Indemnifying Party because of the indemnification provided for in Section 11.1 or 11.2 hereof, by any and, if such indemnity shall arise from the claim of a third party which may give rise to any damage, liability, loss, or cost or expense in respect of which either party has indemnified the other party under this Section 8 aboveparty, the indemnified party Indemnified Party shall give permit the indemnifying party written notice Indemnifying Party to assume the defense of the institution of such proceeding, or the assertion of any such claim or demand, promptly after the indemnified party first becomes aware thereofand any litigation resulting from such claim; provided, however, that the Indemnified Party shall not be required to permit such an assumption of the defense of any claim or litigation which, if not first paid, discharged or otherwise complied with, would result in an interruption or disruption of the business of the Indemnified Party or any material part thereof. Notwithstanding the foregoing, the right to indemnification hereunder shall not be affected by any failure by of the indemnified party Indemnified Party to give such notice on (or by delay by the Indemnified Party in giving such prompt basis notice) unless, and then only to the extent that, the rights and remedies of the Indemnifying Party shall not affect any have been prejudiced as a result of the failure to give, or delay in giving, such notice. Failure by the Indemnifying Party to notify the Indemnified Party of its rights election to indemnification hereunder unless defend any such failure materially and adversely affects claim or action by a third party within ten (10) days after notice thereof shall have been given to the ability Indemnifying Party shall be deemed a waiver by the Indemnifying Party of the indemnifying party its right to defend such proceeding. 8.3.2 claim or action. If the Indemnifying Party assumes the defense of such claim or litigation resulting therefrom, the obligations of the Indemnifying Party hereunder as to such claim or litigation shall include taking all steps necessary in the defense or settlement of such claim or litigation and holding the Indemnified Party harmless from and against any and all damages caused by or arising out of any settlement approved by the Indemnifying Party or any judgment entered in connection with such claim or litigation. The indemnifying party Indemnifying Party shall have not, in the rightdefense of such claim or any litigation resulting therefrom, at its option and at its own expense, consent to be represented entry of any judgment (other than a judgment of dismissal on the merits without costs) except with the written consent of the Indemnified Party or enter into any settlement (except with the written consent of the Indemnified Party) which does not include as an unconditional term thereof the giving by counsel of its choice, subject the claimant or the plaintiff to the approval Indemnified Party a release from all liability in respect to such claim or litigation. If the Indemnifying Party does not assume the defense of any such claim by a third party or litigation resulting therefrom after receipt of notice from the Indemnified Party, the Indemnified Party may defend against such claim or litigation in such manner as it deems appropriate, and unless the Indemnifying Party shall deposit with the Indemnified Party a sum equivalent to the total amount demanded in such claim or litigation plus the Indemnified Party's estimate of the indemnified partycost (including attorneys' fees) of defending the same, which approval the Indemnified Party may settle such claim or litigation on such terms as it may deem appropriate and the Indemnifying Party shall promptly reimburse the Indemnified Party for the amount of such settlement and for all costs (including attorneys' fees), expenses and damages incurred by the Indemnified Party in connection with the defense against or settlement of such claim or litigation, or if any such claim or litigation is not be unreasonably withheld so settled, the Indemnifying Party shall promptly reimburse the Indemnified Party for the amount of any judgment rendered with respect to any claim by a third party in such litigation and for all costs (including attorneys' fees), expenses and damage incurred by the Indemnified Party in connection with the defense against such claim or delayedlitigation, and to defend againstwhether or not resulting from, negotiate arising out of, or incurred with respect to, settle or otherwise deal with such proceeding, claim or demand; provided, however, that no settlement the act of such proceeding, claim or demand shall be made without the prior written consent of the indemnified a third party, which consent shall not be unreasonably withheld or delayed, unless, pursuant to the terms and conditions of such settlement, the indemnified party shall be released from any liability or other exposure with respect to such proceeding, claim or demand; and provided, further, that the indemnified party may participate in any such proceeding with counsel of its choice and at its own expense. In the event, or to the extent, the indemnifying party elects not to, or fails to, defend such proceeding, claim or demand and the indemnified party defends against, settles or otherwise deals with any such proceeding, claim or demand, any settlement thereof may be made without the consent of the indemnifying party if it is given written notice of the material terms and conditions of such settlement at least ten (10) business days prior to a binding agreement with respect to such settlement being reached. Each of the parties agrees to cooperate fully with each other in connection with the defense, negotiation or settlement of any such proceeding, claim or demand.

Procedure for Indemnification. 8.3.1 In the event If a third-party claim is made against a Company Indemnitee or a Buyer Indemnitee, and if such indemnitee believes that any legal proceedings are instituted, or any such claim or demand is asserted, by any third party which may could give rise to any damagea right of indemnification, liability, loss, then such Company Indemnitee or cost or expense in respect of which either party has indemnified the other party under this Section 8 above, the indemnified party Buyer Indemnitee (an "Indemnitee") shall give the indemnifying party written notice of to the institution of such proceeding, or the assertion party obligated to provide indemnification hereunder (an "Indemnifying Party") of such claim or demand, promptly as soon as reasonably practicable after the indemnified party first becomes aware thereof; provided, however, such Indemnitee has received notice thereof (provided that any failure by the indemnified party to give timely notice shall not limit the indemnification obligations of the Indemnifying Party hereunder except to the extent that the delay in giving, or failure to give, such notice on such prompt basis shall not affect any of its rights to indemnification hereunder unless such failure materially and adversely affects has a Material Adverse Effect upon the ability of the indemnifying party Indemnifying Party to defend against the claim). The Indemnifying Party shall defend such claim, at the Indemnifying Party's own expense and with counsel selected by the Indemnifying Party and reasonably satisfactory to such Indemnitee, provided that an Indemnitee shall at all times also have the right to fully participate in the defense at its own expense (and may retain its own counsel at the expense of the Indemnifying Party if it shall determine that representation of it and the Indemnifying Party by the same counsel would present a conflict). If the Indemnifying Party shall fail to defend such proceeding. 8.3.2 The indemnifying party claim within ten (10) days after notice thereof shall have been given by an Indemnitee to the Indemnifying Party or if the Indemnifying Party shall not diligently pursue such a defense, such Indemnitee shall have the right, at its option and at its own expensebut not the obligation, to be represented by counsel of its choice, subject to undertake the approval of the indemnified party, which approval shall not be unreasonably withheld or delayeddefense of, and to defend againstcompromise or settle (exercising reasonable business judgment), negotiate with respect tothe claim on behalf, settle for the account, and at the risk and expense (including without limitation the payment of the reasonable attorneys' fees of such Indemnitee regardless of whether the Indemnitee prevails against the third party claim) of the Indemnifying Party. If the Indemnifying Party assumes the defense of such claim, the obligation of the Indemnifying Party hereunder as to such claim shall include taking all steps necessary in the defense or otherwise deal with such proceeding, claim or demand; provided, however, that no settlement of such proceeding, claim or demand shall be made without the prior written consent of the indemnified party, which consent claim. The Indemnifying Party shall not be unreasonably withheld or delayed, unless, pursuant consent to the terms and conditions entry of any judgment or settle or compromise any third-party demands, claims, actions, suits or proceedings for which an Indemnitee has sought indemnification from the Indemnifying Party unless it shall have given such settlement, the indemnified party shall be released from any liability or other exposure with respect to such proceeding, claim or demand; and provided, further, that the indemnified party may participate in any such proceeding with counsel of its choice and at its own expense. In the event, or to the extent, the indemnifying party elects Indemnitee not to, or fails to, defend such proceeding, claim or demand and the indemnified party defends against, settles or otherwise deals with any such proceeding, claim or demand, any settlement thereof may be made without the consent of the indemnifying party if it is given less than fifteen (15) days prior written notice of the material terms proposed consent, settlement or compromise, and conditions afforded such Indemnitee an opportunity to consult with the Indemnifying Party regarding the proposed consent, settlement or compromise, and shall not consent to the entry of any judgment or enter into any settlement or compromise without the approval of such Indemnitee. An Indemnitee shall not unreasonably withhold or delay its approval of a proposed consent, settlement at least ten (10) business days prior or compromise. In determining whether to a binding agreement with respect give its approval, an Indemnitee may consider whether the proposed consent, settlement or compromise includes as an unconditional term thereof the giving by the claimant to such settlement being reached. Each Indemnitee of a release from all liability in respect of such claim except the parties agrees to cooperate fully with each other in connection with liability satisfied by the defense, negotiation or settlement of any such proceeding, claim or demandIndemnifying Party.

Procedure for Indemnification. 8.3.1 In If a party (the event that any legal proceedings are instituted"Obligated Party") is required to indemnify the other party (the "Indemnified Party") under the terms of this Agreement with respect to a third-party claim, or then this Section 4.3 shall govern the procedure with respect to such indemnification. If the Indemnified Party is the Partnership, then the Obligated Party shall be TRG and PacTel acting jointly. Upon receipt by the Indemnified Party of notice of any claim or demand matter for which it is assertedentitled to seek indemnification from the Obligated Party under the terms hereof (the "Claim"), by the Indemnified Party shall promptly notify the Obligated Party of the Claim, but the failure to notify the Obligated Party will not relieve the Obligated Party of any third party which liability that it may give rise have to any damageIndemnified Party, liability, loss, or cost or expense in respect of which either party has indemnified except to the other party under this Section 8 above, extent that the indemnified party Obligated Party is prejudiced by the Indemnifying Party's failure to give such notice. The * Text omitted and separately filed with the Securities and Exchange Commission. Obligated Party shall give contest and defend against the indemnifying party written notice of the institution of such proceeding, or the assertion of such claim or demand, promptly after the indemnified party first becomes aware thereofClaim; provided, however, that the Obligated Party shall not commit, suffer, or permit any failure act or omission which would cause the Indemnified Party to incur, or expose the Indemnified Party to the incurrence of, any civil fines or criminal penalties. The Obligated Party shall keep the Indemnified Party informed of the progress of the defense against the Claim which shall be diligently pursued. If the Obligated Party assumes the defense of any Claim, no compromise or settlement of such Claim may be effected by the indemnified party to give such notice on such prompt basis shall not affect Obligated Party without the Indemnified Party's consent unless (A) there is no finding or admission of any violation by the Indemnified Party of its rights to indemnification hereunder unless such failure materially and adversely affects any applicable laws, rules, regulations or other legal requirements or any violation by the ability Indemnified Party of the indemnifying party rights of any person or entity and no effect on other claims that may be made against the Indemnified Party, and (B) the sole relief provided is monetary damages that are paid in full by the Obligated Party. If a final adjudication (i.e., an adjudication with respect to defend which the time for taking all appeals as of right has lapsed or with respect to which no further appeal is legally available) of such proceeding. 8.3.2 Claim is rendered against the Indemnified Party, by a court of competent jurisdiction, the Obligated Party shall, within thirty (30) days after such adjudication becomes final, pay and satisfy such Claim. The indemnifying party Obligated Party shall have notify the rightIndemnified Party in writing within ten (10) business days after an adjudication is rendered as to whether the Obligated Party will appeal the adjudication. If the Obligated Party notifies the Indemnified Party that it will not appeal an adjudication, then the Indemnified Party may undertake such appeal, at its option sole cost and at its own expense, to be represented by counsel of its choice, subject to in which case the approval of Indemnified Party shall notify the indemnified party, which approval shall not be unreasonably withheld or delayed, and to defend against, negotiate with respect to, settle or otherwise deal with such proceeding, claim or demand; provided, however, that no settlement of such proceeding, claim or demand shall be made without the prior written consent of the indemnified party, which consent shall not be unreasonably withheld or delayed, unless, pursuant to the terms and conditions of such settlement, the indemnified party shall be released from any liability or other exposure with respect to such proceeding, claim or demand; and provided, further, that the indemnified party may participate in any such proceeding with counsel of its choice and at its own expense. In the event, or to the extent, the indemnifying party elects not to, or fails to, defend such proceeding, claim or demand and the indemnified party defends against, settles or otherwise deals with any such proceeding, claim or demand, any settlement thereof may be made without the consent of the indemnifying party if it is given written notice of the material terms and conditions of such settlement Obligated Party at least ten (10) business days days' prior to the last date on which the Obligated Party is required to pay and satisfy the Claim pursuant to this Section 4.3 and the Obligated Party shall within twenty (20) business days' after such notification deposit into escrow, with a binding agreement national financial institution or title company reasonably acceptable to the Indemnified Party and the Obligated Party, the amount necessary to pay and satisfy the Claim. Upon depositing such amount, the Obligated Party shall be released from any further obligation hereunder to pay, satisfy and contest the Claim. The escrowed amount shall be disbursed and applied as follows: first, to the Indemnified Party, at any time upon demand by the Indemnified Party, to be used to pay and satisfy such Claim; second, to the Indemnified Party for the payment or reimbursement of the reasonable costs and expenses incurred by the Indemnified Party in prosecuting such appeal; and third, any excess to the Obligated Party. If the Obligated Party fails to contest and defend against, or to pay and satisfy the Claim within such thirty (30) days, then the Indemnified Party may, at its option, contest and defend against and/or pay and satisfy the Claim, in which case the Obligated Party shall immediately reimburse the Indemnified Party for all costs and expenses (such as, but not limited to, actual attorneys' fees and disbursements) incurred by the Indemnified Party in contesting and defending against and/or paying and satisfying the Claim and enforcing the indemnification, together with interest on such costs and expenses from the time incurred until the time paid at the lower of (i) three percent (3%) in excess of the prime rate announced by Chemical Bank, from time to time, or (ii) the highest rate permitted by law. Each party agrees to cooperate with the reasonable requests of the other party in contesting, defending, paying, satisfying or appealing an adjudication rendered with respect to such settlement being reachedany Claim. Each If, as a result of an appeal, insurance recovery or otherwise, the Indemnified Party recovers from a third party any amounts with respect to which the Obligated Party made payments to or for the account of the parties agrees Indemnified Party under this Article IV, the Indemnified Party shall promptly pay over to cooperate fully with each other in connection with the defense, negotiation or settlement of Obligated Party any such proceeding, amounts so recovered. A claim or demandfor indemnification for any matter not involving a third party claim may be asserted by notice to the party from whom indemnification is sought.

Procedure for Indemnification. 8.3.1 In The following procedure shall apply with respect to any claims or proceedings covered by the indemnification obligations in this Article 11. (a) The party seeking indemnification under this Article 11 (the "Claimant") shall give written notice to the party from whom indemnification is sought (the "Indemnitor"), specifying the basis on which indemnification is south and such other information known to the Claimant regarding the indemnification claim, promptly, but in no event greater than 10 business days, after the Claimant learns of the claim or proceeding; provided that the failure to give such notice shall not relieve the Indemnitor of its obligations hereunder if the Claimant uses its best efforts to mitigate Claimant's damages, except to the extent Indemnitor is actually prejudiced. Notwithstanding anything to the contrary contained herein, in the event that any legal proceedings are instituted, or any claim or demand is asserted, by any third party which may give rise a Claimant gives notice to any damage, liability, loss, or cost or expense in respect of which either party has indemnified the other party under this Section 8 Indemnitor within such 10 business day time period set forth above, the indemnified Claimant shall have no obligation to mitigate Claimant's damages under this paragraph 11.4(a). (b) With respect to any third-party claims or proceedings as to which the Claimant is entitled to indemnification, the Indemnitor shall give have the indemnifying party written notice right to select and employ counsel of its own choosing reasonably satisfactory to the Claimant to defend against any such claim or proceeding, to assume control of the institution of such proceeding, or the assertion defense of such claim or demand, promptly after the indemnified party first becomes aware thereof; provided, however, that any failure by the indemnified party to give such notice on such prompt basis shall not affect any of its rights to indemnification hereunder unless such failure materially and adversely affects the ability of the indemnifying party to defend such proceeding. 8.3.2 The indemnifying party shall have the right, at its option and at its own expense, to be represented by counsel of its choice, subject to the approval of the indemnified party, which approval shall not be unreasonably withheld or delayed, and to defend against, negotiate with respect tocompromise, settle or otherwise deal with such proceedingdispose of the same, claim or demandif the Indemnitor deems it advisable to do so, all at the expense of the Indemnitor; provided, howeverthat the Indemnitor conducts the defense actively and diligently and in a manner to minimize the risk of the Claimant becoming subject to any liability for any other material matter. Further, that no the Indemnitor shall not consent to the entry of any judgment or enter into any compromise or settlement of such proceeding, with respect any third-party claim or demand shall be made without the prior written consent of the indemnified partyClaimant unless such judgment, compromise or settlement (a) provides for the payment by the Indemnitor of money as sole relief for the claimant, (b) results in the full and general release of Buyer Indemnified Persons or Seller Indemnified Persons, as applicable, from all liabilities arising or relating to, or in connection with, the third-party claim and (c) involves no finding or admission of any violation of laws, rules or regulations or the rights of any person and has no effect on any other claims that may be made against the Claimant. The Claimant may elect to participate in the defense of any such third party claim, and may, at its sole expense, retain separate counsel in connection therewith. Notwithstanding the foregoing, if in the reasonable opinion of the Claimant, any such claim or the litigation or resolution of any such claim involves an issue or matter that could have a material adverse effect on the on the business, operations, condition (financial or otherwise), assets or earnings of the Claimant, the Claimant shall have the right to control the defense or settlement of any such claim or demand and its reasonably costs and expenses shall be included as part of the indemnification obligation of the Indemnitor. The Claimant shall not settle or compromise any such third party claim without the prior consent of the Indemnitor, which consent shall not be unreasonably withheld or delayed, unless, pursuant to the terms and conditions of such settlement, the indemnified party shall be released from any liability or other exposure with respect to such proceeding, claim or demand; and provided, further, that the indemnified party may participate withheld. The parties will fully cooperate in any such proceeding with counsel of its choice action, and at its own expense. In the event, or shall make available to the extent, the indemnifying party elects not to, or fails to, defend such proceeding, claim or demand and the indemnified party defends against, settles or otherwise deals with any such proceeding, claim or demand, any settlement thereof may be made without the consent of the indemnifying party if it is given written notice of the material terms and conditions of such settlement at least ten (10) business days prior to a binding agreement with respect to such settlement being reached. Each of the parties agrees to cooperate fully with each other in connection with any books or records useful for the defense, negotiation or settlement defense of any such proceeding, claim or demandproceeding.

Procedure for Indemnification. 8.3.1 In If and whenever an Indemnified ----------------------------- Party desires to claim indemnification for any of the event that any legal proceedings are institutedmatters for which indemnification may be sought pursuant to the provisions of this Article XII, or any claim or demand such Indemnified Party shall deliver to the Indemnifying Party a Notice of Claim specifying each of the matters for which indemnification is asserted, by any third party which may give rise to any damage, liability, loss, or cost or expense in respect sought. Upon receiving the Notice of which either party has indemnified the other party under this Section 8 aboveClaim, the indemnified party shall give the indemnifying party written notice of the institution of such proceeding, or the assertion of such claim or demand, promptly after the indemnified party first becomes aware thereof; provided, however, that any failure by the indemnified party to give such notice on such prompt basis shall not affect any of its rights to indemnification hereunder unless such failure materially and adversely affects the ability of the indemnifying party to defend such proceeding. 8.3.2 The indemnifying party Indemnifying Party shall have the right, exercisable at any time during a ten (10) Business Day period from the day of the receipt of the Notice of Claim, to elect to compromise or defend against any of the matters for which indemnification is sought through counsel of its option own choosing and at its own expense, or at the election of the Indemnifying Party, exercisable at any time within such ten (10) Business Day period, the Indemnified Party shall have the right to compromise or defend against any of the matters for which indemnification is sought, through counsel of its own choosing and at the expense of the Indemnifying Party. If the Indemnifying Party does not make either of the elections called for by this Section 12.4 within said 10 day period, or to the extent the Indemnifying Party fails to make such election, then and in that event, the Indemnified Party shall have the right to compromise or defend against any of the matters for which indemnification is sought through counsel of its own choosing and at the expense of the Indemnifying Party. Any Indemnified Party shall be entitled to be represented by its own counsel at its own expense irrespective of its choiceany elections made herein as to the appointment of counsel by the Indemnifying Party. If any action or claim for which indemnification is sought is asserted both against the Indemnifying Party and the Indemnified Party, and in good faith it is determined there is a conflict of interest which renders it inappropriate for the same counsel to represent both the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall be responsible for paying for separate counsel for the Indemnified Party; provided however, that if there is more than one Indemnified Party, the Indemnifying Party shall not be responsible for paying for more than one separate firm of attorneys to represent the Indemnified Party, regardless of the number of Indemnified Parties. The Indemnified Party will not consent to the entry of a judgment or enter into any agreement with respect to any matter for which indemnification is sought without the written consent of the Indemnifying Party (not to be withheld or delayed unreasonably). The Indemnifying Party shall not consent to the entry of a judgment with respect to any matter for which indemnification is sought or enter into any settlement with respect thereto which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all liability with respect thereto, without the written consent of the Indemnified Party (not to be withheld or delayed unreasonably). All attorneys and other representatives employed by the Indemnifying Party shall be subject to approval by the approval of the indemnified partyIndemnified Party, which approval shall not be unreasonably withheld or delayed, and to defend against, negotiate with respect to, settle or otherwise deal with such proceeding, claim or demand; provided, however, that no settlement of such proceeding, claim or demand shall be made without the prior written consent of the indemnified party, which consent shall not be unreasonably withheld or delayed, unless, pursuant to the terms and conditions of such settlement, the indemnified party shall be released from any liability or other exposure with respect to such proceeding, claim or demand; and provided, further, that the indemnified party may participate in any such proceeding with counsel of its choice and at its own expense. In the event, or to the extent, the indemnifying party elects not to, or fails to, defend such proceeding, claim or demand and the indemnified party defends against, settles or otherwise deals with any such proceeding, claim or demand, any settlement thereof may be made without the consent of the indemnifying party if it is given written notice of the material terms and conditions of such settlement at least ten (10) business days prior to a binding agreement with respect to such settlement being reached. Each of the parties agrees to cooperate fully with each other in connection with the defense, negotiation or settlement of any such proceeding, claim or demand.

Procedure for Indemnification. 8.3.1 In Promptly after receipt by an indemnified party under Sections 8.3 or 8.4 (“Indemnified Party”) of notice of the event that commencement of any legal proceedings are instituted, action in or before any claim court or demand is asserted, by any third party administrative agency or of facts which may give rise to any damagea claim for indemnification under Sections 8.3 or 8.4 (collectively, liabilitya “Claim”) against it, lossthe Indemnified Party shall, or cost or expense if a claim in respect of which either party has indemnified the other thereof is to be made against an indemnifying party under this such Section 8 above(the “Indemnifying Party”), give notice to the Indemnifying Party of the commencement thereof, but the failure so to notify the Indemnifying Party shall not relieve it of any liability that it may have to the Indemnified Party except to the extent the defense of such action is prejudiced thereby. In case any such Claim shall be brought against the Indemnified Party and if notice shall be given to the Indemnifying Party of the commencement thereof, the indemnified party Indemnifying Party shall give be entitled to participate therein and, to the indemnifying party written notice of extent that it shall wish (unless the institution of such proceeding, or the assertion of such claim or demand, promptly after the indemnified party first becomes aware thereof; provided, however, that any failure by the indemnified Indemnifying Party is also a party to give such Claim and the Indemnified Party determines in good faith that joint representation would be inappropriate) to assume the defense thereof with counsel satisfactory to the Indemnified Party and, after notice on such prompt basis shall not affect any from the Indemnifying Party to the Indemnified Party of its rights election so to indemnification hereunder unless such failure materially and adversely affects assume the ability of defense thereof, the indemnifying party to defend such proceeding. 8.3.2 The indemnifying party shall have the right, at its option and at its own expense, to be represented by counsel of its choice, subject to the approval of the indemnified party, which approval Indemnifying Party shall not be unreasonably withheld or delayed, and to defend against, negotiate with respect to, settle or otherwise deal with such proceeding, claim or demand; provided, however, that no settlement of such proceeding, claim or demand shall be made without the prior written consent of the indemnified party, which consent shall not be unreasonably withheld or delayed, unless, pursuant liable to the terms and conditions Indemnified Party under such Sections 8.3 or 8.4, as the case may be, for any fees of such settlement, the indemnified party shall be released from other counsel or any liability or other exposure related expenses with respect to the defense of such proceedingClaim, claim in each case subsequently incurred by the Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. If the Indemnifying Party assumes the defense of such a Claim, (a) no compromise or demand; and provided, further, that the indemnified party may participate in any such proceeding with counsel of its choice and at its own expense. In the event, or to the extent, the indemnifying party elects not to, or fails to, defend such proceeding, claim or demand and the indemnified party defends against, settles or otherwise deals with any such proceeding, claim or demand, any settlement thereof may be made effected by the Indemnifying Party without the Indemnified Party’s consent unless (i) there is no finding or admission of any violation of legal requirements applicable to the operation of the indemnifying party if it Offices or the Assets under federal, state, or local laws and/or regulations or any effect on any other claims that may be made against the Indemnified Party and (ii) the sole relief provided is given written notice of monetary damages that are paid in full by the material terms Indemnifying Party and conditions of such settlement at least ten (10b) business days prior to a binding agreement the Indemnifying Party shall have no liability with respect to such any compromise or settlement being reachedthereof effected without its consent. Each If notice is given to the Indemnifying Party of the parties agrees commencement of any Claim and it does not, within fifteen (15) days after the Indemnified Party’s notice is given, give notice to cooperate fully with each other the Indemnified Party of its election to assume the defense thereof, the Indemnifying Party shall be bound by any determination made in connection with the defense, negotiation such Claim or any compromise or settlement of any such proceeding, claim or demandthereof effected by the Indemnified Party.

Procedure for Indemnification. 8.3.1 In the event that The following provisions shall apply to any legal proceedings are instituted, or any claim or demand is asserted, by any Claims for which an Indemnifying Party may be obligated to indemnify an Indemnified Party pursuant to this Agreement: i. upon receipt from a third party which may give rise to any damage, liability, loss, by the Indemnified Party of notice of a Claim or cost or expense the Indemnified party becoming aware of a Claim in respect of which either party has indemnified the other party under this Section 8 aboveIndemnified Party proposes to demand indemnification from the Indemnifying Party, the indemnified party Indemnified Party shall give notice to that effect to the indemnifying party written notice of the institution of such proceedingIndemnifying Party with reasonable promptness, or the assertion of such claim or demand, promptly after the indemnified party first becomes aware thereof; provided, however, provided that any failure by the indemnified party to give such notice on such prompt basis shall not affect relieve an Indemnifying Party from any liability it may have to the Indemnified Party except to the extent that the Indemnifying Party is prejudiced thereby; ii. in the case of its rights to indemnification hereunder unless such failure materially and adversely affects Claims arising from third parties, the ability of the indemnifying party to defend such proceeding. 8.3.2 The indemnifying party Indemnifying Party shall have the right, at its option and at its own expense, to be represented right by counsel of its choice, subject notice to the approval Indemnified party not later than thirty (30) days after receipt of the indemnified partynotice described in paragraph (i) above to assume the control of the defense, which approval shall not be unreasonably withheld compromise or delayed, and to defend against, negotiate with respect to, settle or otherwise deal with such proceeding, claim or demand; provided, however, that no settlement of the Claims, provided that such proceedingassumption shall, claim or demand shall by its terms, be made without the prior written consent of the indemnified party, which consent shall not be unreasonably withheld or delayed, unless, pursuant costs to the terms Indemnified Party and conditions the Indemnifying Party shall at the Indemnified Party's request furnish it with reasonable security against any costs or other liabilities to which it may be or become exposed by reason of such defense, compromise or settlement; iii. upon the assumption of control by the Indemnifying Party as aforesaid, the indemnified party Indemnifying Party shall be released from any liability or other exposure with respect to such proceeding, claim or demand; and provided, further, that the indemnified party may participate in any such proceeding with counsel of its choice and at its own expense. In the event, or to the extent, the indemnifying party elects not to, or fails to, defend such proceeding, claim or demand and the indemnified party defends against, settles or otherwise deals with any such proceeding, claim or demand, any settlement thereof may be made without the consent of the indemnifying party if it is given written notice of the material terms and conditions of such settlement at least ten (10) business days prior to a binding agreement with respect to such settlement being reached. Each of the parties agrees to cooperate fully with each other in connection diligently proceed with the defense, negotiation compromise or settlement of the Claims at its sole expense, including employment of counsel reasonably satisfactory to the Indemnified Party and, in connection therewith, the Indemnified Party shall co-operate fully, but at the expense of the Indemnifying Party, to make available to the Indemnifying Party all pertinent information and witnesses under the Indemnified Party's control, make such assignments and take such other steps as in the opinion of counsel for the Indemnifying Party are necessary to enable the Indemnifying Party to conduct such defense; provided always that the Indemnified Party shall be entitled to reasonable security from the Indemnifying Party for the expense, costs of other liabilities to which it may be or may become exposed by reason of such co-operation; iv. the final determination of any such proceedingClaims arising from third parties, claim including all related costs and expenses, will be binding and conclusive upon the Parties as to the validity or demandinvalidity, as the case may be of such Claims against the Indemnifying Party hereunder; and v. should the Indemnifying Party fail to give notice to the Indemnified Party as provided in paragraph (ii) above, the Indemnified Party shall be entitled to make such settlement of the Claims as in its sole discretion may appear advisable, and such settlement or any other final determination of the Claims shall be binding upon the Indemnifying Party.

Procedure for Indemnification. 8.3.1 (a) Whenever any party becomes aware that any claim is threatened or asserted against it or the existence of any other circumstances that would occasion the indemnification described in this Section 14 (a "Covered Claim"), such party shall promptly provide the party from whom it is seeking indemnification with a notice (a "Claim Notice") of such Covered Claim pursuant to the provisions of Section 19 hereof. Failure to give such notice promptly shall not relieve the Assuming Party (defined below) of its indemnification obligations hereunder except to the extent it actually is prejudiced by such failure. Each Claim Notice shall describe the Covered Claim, the party threatening or asserting it (if applicable), the relief sought, and the basis for indemnification hereunder with respect thereto. In the event that any legal proceedings are institutedcase of a third-party claim, the party receiving such notice may, at its option, assume the defense of such Covered Claim (the "Assuming Party"), provided that, within forty (40) days after the Claim Notice is given (or any claim or demand is assertedsooner, by any third if the nature of the Covered Claim so requires), the party which may give rise receiving such notice shall have given notice to any damage, liability, loss, or cost or expense in respect of which either party has indemnified the other party under this (the "Notifying Party"), pursuant to the provisions of Section 8 above19 hereof, of its election to assume such defense, whether or not the Assuming Party acknowledges its obligation to indemnify the Notifying Party in connection with such Covered Claim. If the defense is so assumed by the Assuming Party with counsel reasonably acceptable to the Notifying Party, the indemnified party Notifying Party shall give be entitled to participate in (but not control, which shall be solely the indemnifying party written notice Assuming Party's right if the Assuming Party assumes the defense) the defense of the institution Covered Claim with its own counsel at its own expense, and the Notifying Party shall provide such cooperation at the expense of the Assuming Party (including but not limited to providing available information and personnel to the Assuming Party) as the Assuming Party shall reasonably request to facilitate such proceedingdefense. The Assuming Party shall have the right to defend and/or settle any such Covered Claim on such terms and conditions and in such amounts as it deems appropriate, or and the assertion Notifying Party shall promptly execute all documents reasonably requested of it with respect to any such claim or demand, promptly after the indemnified party first becomes aware thereofdefense and/or settlement; provided, however, that any failure such settlement shall include an unconditional release by the claimant of all indemnified party to give such notice on such prompt basis shall not affect any of its rights to indemnification hereunder unless such failure materially and adversely affects the ability of the indemnifying party to defend such proceeding. 8.3.2 The indemnifying party shall have the right, at its option and at its own expense, to be represented by counsel of its choice, subject to the approval of the indemnified party, which approval shall not be unreasonably withheld or delayed, and to defend against, negotiate with respect to, settle or otherwise deal with such proceeding, claim or demand; provided, however, that no settlement of such proceeding, claim or demand shall be made without the prior written consent of the indemnified party, which consent shall not be unreasonably withheld or delayed, unless, pursuant to the terms and conditions of such settlement, the indemnified party shall be released from any liability or other exposure persons with respect to such proceeding, claim or demand; and provided, further, that the indemnified party may participate in any such proceeding with counsel of its choice and at its own expense. In the event, or to the extent, the indemnifying party elects not to, or fails to, defend such proceeding, claim or demand Covered Claim and the indemnified party defends against, settles or otherwise deals with persons shall not be required to take any such proceeding, claim or demand, any settlement thereof may be made without action other than the consent of the indemnifying party if it is given written notice of the material terms and conditions delivery of such settlement at least ten (10) business days prior release. If the party receiving the notice does not assume the defense of a given Covered Claim pursuant hereto or fails to a notify the Notifying Party of its election hereunder, the party giving the notice shall defend against such Covered Claim in such manner, and/or settle such Covered Claim on such terms, as it shall, in its sole reasonable judgment, determine to be appropriate under the circumstances and such action shall be binding agreement with respect to such settlement being reached. Each of on the parties agrees to cooperate fully with each other in connection with for the defense, negotiation or settlement purposes of any such proceeding, claim or demand.this Section 14. Notwithstanding the foregoing,

Procedure for Indemnification. 8.3.1 In the event that any legal proceedings are instituted13.3.1 Each Party, on behalf of itself and its respective Aelis Indemnitees or any claim or demand is assertedIndivior Indemnitees (each such Person, by any third party which may give rise to any damagean “Indemnitee”), liability, loss, or cost or expense in respect of which either party has indemnified shall provide the other party under this Section 8 above, the indemnified party shall give the indemnifying party Party (“Indemnifying Party”) prompt written notice of the institution of any Claim for which such proceeding, or the assertion of such claim or demand, promptly after the indemnified party first becomes aware thereofIndemnitee intends to seek indemnification under this Agreement; provided, however, that any failure by the indemnified party to give such notice on such prompt basis notification shall not affect each applicable Indemnitee’s entitlement to indemnification (or the corresponding indemnifying Party’s indemnification obligations) hereunder except to the extent that the indemnifying Party shall have been materially prejudiced as a result of such failure. The Indemnifying Party shall have the initial right (but not obligation) to defend any Claim for which an Indemnitee seeks indemnification under this Agreement as contemplated in the preceding sentence so long as the Indemnifying Party provides notice of its assumption of defence within thirty (30) days of receiving such indemnification notice. If the Indemnifying Party fails to state in a written notice during such thirty (30) day period its willingness to assume the defence of such a Claim, Aelis Indemnitee(s) or Indivior Indemnitee(s), as the case may be, shall have the right to defend, settle or otherwise dispose of such Claim at the Indemnifying Party’s cost, subject to the terms hereof. 13.3.2 The Indemnifying Party may enter into any settlement with respect to, any such Claim for which it has assumed defence; provided that such settlement (a) includes an unconditional release of the Indemnitee from any and all liability to any Third Party, (b) does not adversely affect the Indemnitee’s rights hereunder or impose any obligations on the Indemnitee in addition to those set forth herein, (c) does not involve any injunctive or other equitable relief which would be imposed on Indemnitee, and (d) does not provide for any finding or admission of a violation of law or violation of the rights of any Person by the Indemnitee or any of its rights to indemnification hereunder unless such failure materially Affiliates. The Indemnitee, its employees, agents and adversely affects Affiliates shall cooperate with the ability Indemnifying Party and its legal representatives in the investigation and defense of the indemnifying party to defend such proceeding. 8.3.2 any action, claim or liability covered by this indemnification. The indemnifying party Indemnitee shall have the right, at its option and at its own expense, right to be represented by counsel of its choice, subject to the approval of the indemnified party, which approval shall not be unreasonably withheld or delayed, and to defend against, negotiate with respect to, settle or otherwise deal with such proceeding, claim or demand; provided, however, that no settlement of such proceeding, claim or demand shall be made without the prior written consent of the indemnified party, which consent shall not be unreasonably withheld or delayed, unless, pursuant to the terms and conditions of such settlement, the indemnified party shall be released from any liability or other exposure with respect to such proceeding, claim or demand; and provided, further, that the indemnified party may participate in any such proceeding with counsel of its choice own selection and at its own expense. In the event, or to the extent, the indemnifying party elects not to, or fails to, defend such proceeding, claim or demand and the indemnified party defends against, settles or otherwise deals with any such proceeding, claim or demand, any settlement thereof may be made without the consent of the indemnifying party if it is given written notice of the material terms and conditions of such settlement at least ten (10) business days prior to a binding agreement with respect to such settlement being reached. Each of the parties agrees to cooperate fully with each other in connection with the defense, negotiation or settlement of any such proceeding, claim or demand.

Procedure for Indemnification. 8.3.1 (a) Notices of claims under this Agreement by Purchaser Indemnified Parties shall be given to the Seller and Monster within (i) the relevant survival period pursuant to Section 9.3 in case of claims for inaccuracy in or breach of representations and warranties and (ii) the relevant statute of limitations for all other claims. Such notice of claim shall specify full information of the legal and factual basis of the claim and the evidence on which the relevant Party giving such notice relies and, to the extent reasonably determinable based on information then available, an estimate of the amount of Losses which are, or are to be, the subject of the claim (including any Losses which are contingent on the occurrence of any future event). (b) In the event that case of any legal proceedings are instituted, or any written claim or demand is asserted, asserted by any a third party which may give rise to any damage, liability, loss, or cost or expense in respect of which either party has indemnified the other party under this Section 8 above(a “Third Party Claim”) against an Indemnified Party, the indemnified party Indemnified Party shall give notify the indemnifying party written notice hereunder (the “Indemnifying Party”) promptly, but in no event more than thirty (30) days following such Indemnified Party’s receipt of a Third Party Claim, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable, any other remedy sought thereunder, any relevant time constraints relating thereto, a reasonably detailed explanation of the institution events giving rise to such Third Party Claim and any other material details pertaining thereto (a “Third Party Claim Notice”); provided that the failure to timely give a Third Party Claim Notice shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent that the Indemnifying Party shall have been actually and materially prejudiced by such failure. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, promptly following the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim. (c) The Indemnified Party shall permit the Indemnifying Party (at the expense of such proceeding, or Indemnifying Party and so long as the assertion Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such claim or demandThird Party Claim, promptly after provided that (i) counsel for the indemnified party first becomes aware thereof; providedIndemnifying Party who shall conduct the defense of such Third Party Claim shall be reasonably satisfactory to the Indemnified Party, however, that any failure by and the indemnified party to give Indemnified Party may participate (but not control) in such notice on defense at such prompt basis shall not affect any of its rights to indemnification hereunder unless such failure materially and adversely affects the ability of the indemnifying party to defend such proceeding. 8.3.2 The indemnifying party shall have the right, at its option and at its own Indemnified Party’s expense, and (ii) the Indemnified Party shall be entitled to be represented by counsel of its choice, subject to control the approval of defense if the indemnified party, which approval shall Indemnifying Party does not be unreasonably withheld or delayed, and to defend against, negotiate with respect to, settle or otherwise deal with such proceeding, claim or demand; provided, however, that no settlement promptly assume the defense of such proceeding, claim or demand shall be made without Third Party Claim following the Third Party Claim Notice. Except with the prior written consent of the indemnified partyIndemnified Party, which no Indemnifying Party, in the defense of any such Third Party Claim, shall consent shall not be unreasonably withheld to entry of any judgment or delayed, unless, pursuant to the terms and conditions of such settlement, the indemnified party shall be released from enter into any liability settlement that provides for injunctive or other exposure nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability with respect to such proceedingThird Party Claim. Whether or not the Indemnifying Party assumes the defense of a Third Party Claim for which an Indemnified Party has sought indemnification, claim the Indemnified Party shall not settle, compromise, discharge, or demand; admit any liability with respect to, such Third Party Claim without the Indemnifying Party’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed. If the Indemnifying Party assumes the defense of a Third Party Claim and providedis in good faith contesting such Third Party Claim, furtherthe Indemnified Party shall agree to any settlement, compromise or discharge of a Third Party Claim that the indemnified party Indemnifying Party may participate reasonably recommend and that by its terms (i) solely obligates the Indemnifying Party to pay the full amount of the Losses in connection with such Third Party Claim (other than with respect to any Losses (or portion thereof) that are not required to be paid as a result of such proceeding Losses (or a portion thereof) being within the Threshold Amount) and (ii) fully releases the Indemnified Party in connection with counsel of its choice and at its own expensesuch Third Party Claim. In the any event, or the Indemnified Party and the Indemnifying Party shall reasonably cooperate to ensure the proper and adequate defense of any Third Party Claim subject to this Article IX and the records of each shall be reasonably available to the extent, the indemnifying party elects not to, or fails to, defend such proceeding, claim or demand and the indemnified party defends against, settles or otherwise deals with any such proceeding, claim or demand, any settlement thereof may be made without the consent of the indemnifying party if it is given written notice of the material terms and conditions of such settlement at least ten (10) business days prior to a binding agreement other with respect to such settlement being reached. Each of the parties agrees to cooperate fully with each other in connection with the defense, negotiation or settlement of any such proceeding, claim or demand.

Procedure for Indemnification. 8.3.1 In the event that any legal proceedings are instituted, or (a) If either party shall receive notice of any claim or demand is Action brought, asserted, commenced or pursued by any third person or entity not a party to this Agreement (hereinafter a "Third Party Claim"), with respect to which may give rise to any damage, liability, loss, or cost or expense in respect of which either party has indemnified the other party under this Section 8 aboveis or may be obligated to make an Indemnity Payment, the indemnified party it shall give such other party prompt notice thereof (including any pleadings relating thereto), specifying in such reasonable detail as is known to it the indemnifying party written notice of the institution nature of such proceeding, Third Party Claim and the amount or the assertion of such claim or demand, promptly after the indemnified party first becomes aware estimated amount thereof; provided, however, that any the failure by the indemnified of a party to give such notice on such prompt basis as provided in this Section 4.4 shall not affect any relieve the other party of its rights indemnification obligations under this Article 4, except to indemnification hereunder unless the extent that such other party is actually prejudiced by such failure materially to give notice. (b) For any Third Party Claim concerning which notice is required to be given, and, in fact, is given under subparagraph (a) of this Section 4.4, the Indemnifying Party shall defend in a timely manner, to the extent permitted by law, such Third Party Claim through counsel appointed by the Indemnifying Party and adversely affects reasonably acceptable to the ability Indemnitee. Once an Indemnifying Party has commenced its defense of an Indemnitee, it cannot withdraw from such defense until conclusion of the indemnifying party matter, unless the Indemnified Party agrees to defend such proceeding. 8.3.2 the withdrawal or the Indemnitee is also defending the claim. The indemnifying party Indemnitee shall have the right, at its option and right to participate in the defense of the Third Party Claim by employing separate counsel at its own expense. (c) If a party responds to a notice of a Third Party Claim by denying its obligation to indemnify the other party, or if the Indemnifying Party fails to defend in a timely or reasonably satisfactory manner, the Indemnitee shall be entitled to defend such Third Party Claim through counsel appointed by it. In addition, if it is later determined that such party wrongfully denied such claim, or the Indemnifying Party failed to defend timely or in a reasonably satisfactory manner, then the Indemnifying Party shall (i) reimburse the Indemnitee for all reasonable costs and expenses (including attorney fees before and at trial and in connection with any appeal or petition for review, but excluding salaries of officers and employees) incurred by the Indemnitee in connection with its defense of such Third Party Claim; and (ii) be estopped from challenging a judgment, order, settlement, compromise, or consent judgment resolving the Third Party Claim entered into in good faith by the Indemnitee (if such claim has been resolved prior to the conclusion of the proceeding between the Indemnitee and Indemnifying Party). An Indemnifying Party, after initially rejecting a claim for defense or indemnification, may defend and indemnify the Indemnitee, at any time prior to the resolution of said Third Party Claim, for such claim, provided that (x) the Indemnifying Party reimburses the Indemnitee for all reasonable costs and expenses (including attorney fees before and at trial and in connection with any appeal or petition for review, but excluding salaries of officers and employees) incurred by the Indemnitee in connection with its defense of such Third Party Claim up to the time the Indemnifying Party assumes control of the defense of such claim (including costs incurred in the transition of the defense from the Indemnitee to the Indemnifying Party); and (y) the assumption of the defense of the Third Party Claim is not expected to prejudice or cause harm to the Indemnitee. (d) With respect to any Third Party Claim for which indemnification has been claimed hereunder, no party shall enter into any compromise or settlement, or consent to the entry of any judgment which (i) does not include as a term thereof the giving by the third party of a release to the Indemnitee from all further liability concerning such Third Party Claim on terms no less favorable than those obtained by the party entering into such compromise, settlement or consent; or (ii) imposes any obligation on the Indemnitee without such Indemnitee's written consent (such consent not to be represented withheld unreasonably), except an obligation to pay money which the Indemnifying Party has agreed to pay and has the ability to pay on behalf of the Indemnitee. In the event that an Indemnitee enters into any such compromise, settlement or consent without the written consent of the Indemnifying Party (other than as contemplated by counsel Section 4.4(c) hereof), the entry of such compromise, settlement or consent shall relieve the Indemnifying Party of its choice, subject indemnification obligation related to the approval claims underlying such compromise, settlement or consent. (e) Upon final judgment, determination, settlement or compromise of any Third Party Claim, and unless otherwise agreed by the parties in writing, the Indemnifying Party shall pay promptly on behalf of the indemnified partyIndemnitee, which approval or to the Indemnitee in reimbursement of any amount theretofore required to be paid by the Indemnitee, the amount so determined by final judgment, determination, settlement or compromise. Upon the payment in full by the Indemnifying Party of such amount, the Indemnifying Party shall succeed to the rights of such Indemnitee to the extent not be unreasonably withheld or delayedwaived in settlement, against the third party who made such Third Party Claim and any other person who may have been liable to defend against, negotiate the Indemnitee with respect toto the indemnified matter. (f) In connection with defending against Third Party Claims, settle the parties shall cooperate with and assist each other by making available all employees, books, records, communications, documents, items and matters within their knowledge, possession or otherwise deal control that are necessary, appropriate or reasonably deemed relevant with respect to defense of such proceeding, claim or demandclaims; provided, however, that no settlement of such proceeding, claim or demand nothing in this subparagraph (f) shall be made without deemed to require the prior written consent waiver of any privilege, including the attorney-client privilege, or protection afforded by the attorney work product doctrine. In addition, regardless of the indemnified party, party actually defending a Third Party Claim for which consent shall not be unreasonably withheld there is an indemnity obligation under Section 4.1 or delayed, unless, pursuant to the terms and conditions of such settlement4.2 hereof, the indemnified party parties shall be released from any liability or give each other exposure with respect regular status reports relating to such proceeding, claim or demand; action with detail sufficient to permit the other party to assert and provided, further, that the indemnified party may participate in any such proceeding with counsel of protect its choice rights and at its own expense. In the event, or to the extent, the indemnifying party elects not to, or fails to, defend such proceeding, claim or demand and the indemnified party defends against, settles or otherwise deals with any such proceeding, claim or demand, any settlement thereof may be made without the consent of the indemnifying party if it is given written notice of the material terms and conditions of such settlement at least ten (10) business days prior to a binding agreement with respect to such settlement being reached. Each of the parties agrees to cooperate fully with each other in connection with the defense, negotiation or settlement of any such proceeding, claim or demandobligations under this Agreement.

Procedure for Indemnification. 8.3.1 In A. The party which is entitled to be indemnified hereunder (the event that any legal proceedings are instituted, or "INDEMNIFIED PARTY") shall promptly give notice hereunder to the party required to indemnify (the "INDEMNIFYING PARTY") after obtaining written notice of any claim or demand is asserted, by any third party as to which recovery may give rise to any damage, liability, loss, or cost or expense in respect of which either party has indemnified the other party under this Section 8 above, the indemnified party shall give be sought against the indemnifying party written notice because of the institution indemnity in Section 1 and Section 2 hereof and, if such indemnity shall arise from the claim of a third party, shall permit the Indemnifying Party to assume the defense of any such proceedingclaim and any litigation resulting from such claim, provided that, Buyer or Meritage may, in their discretion, undertake, at Seller's cost and expense, the defense of any claim for which Seller is responsible hereunder with respect to any lots, land, rights to purchase lots or land, project or subdivision within the Owned Real Property. Notwithstanding the foregoing, the right to indemnification hereunder shall not be affected by any failure of an Indemnified Party to give such notice, or delay by an Indemnified Party in giving such notice, unless, and then only to the assertion extent that, the rights and remedies of the Indemnifying Party shall have been prejudiced as a result of the failure to give, or delay in giving, such notice. Failure by an Indemnifying Party to notify an Indemnified Party of its election to defend any such claim or action by a third party within 10 days after notice thereof shall have been given to the Indemnifying Party shall be deemed a waiver by the Indemnifying Party of its right to defend such claim or action. B. If the Indemnifying Party assumes the defense of such claim or demandlitigation, promptly after the indemnified party first becomes aware thereof; providedIndemnifying Party shall take all steps necessary in the defense or settlement of such claim or litigation, however, that and will hold the Indemnified Party harmless from and against any failure and all damages caused by or arising out of any settlement approved by the indemnified Indemnifying Party or any judgment in connection with such claim or litigation. The Indemnifying Party shall not, in the defense of such claim or any litigation resulting therefrom, consent to entry of any judgment (other than a judgment of dismissal on the merits without costs) except with the written consent of the Indemnified Party, or enter into any settlement (except with the written consent of the Indemnified Party) which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such claim or litigation. C. If the Indemnifying Party does not assume the defense of any such claim by a third party or litigation after receipt of notice from the Indemnified Party to give do so, the Indemnified Party may defend against such notice claim or litigation in such manner as it deems appropriate, and unless the Indemnifying Party shall deposit with the Indemnified Party a sum equivalent to the total amount demanded in such claim or litigation plus the Indemnified Party's estimate of the costs of defending the same, the Indemnified Party may settle such claim or litigation on such prompt basis terms as it may deem appropriate and the Indemnifying Party shall not affect any promptly reimburse the Indemnified Party for the amount of its rights to indemnification hereunder unless such failure materially settlement and adversely affects for all damages incurred by the ability Indemnified Party in connection with the defense against or settlement of the indemnifying party to defend such proceedingclaim or litigation. 8.3.2 D. The indemnifying Indemnifying Party shall promptly reimburse the Indemnified Party for the amount of any judgment rendered with respect to any claim or litigation by a third party shall have in such litigation and for all damage incurred by the rightIndemnified Party in connection with the defense against such claim or litigation, at its option and at its own expensewhether or not resulting from, to be represented by counsel of its choicearising out of, subject to the approval of the indemnified party, which approval shall not be unreasonably withheld or delayed, and to defend against, negotiate incurred with respect to, settle or otherwise deal with such proceedingthe act of a third party. E. Anything in this Section 3 to the contrary notwithstanding, the party not primarily responsible for the defense of a claim or demand; providedlitigation may, however, that no settlement of such proceeding, claim or demand shall be made without the prior written consent of the indemnified party, which consent shall not be unreasonably withheld or delayed, unless, pursuant to the terms and conditions of such settlement, the indemnified party shall be released from any liability or other exposure with respect to such proceeding, claim or demand; and provided, further, that the indemnified party may participate in any such proceeding with counsel of its choice and at its own expense. In , participate in the event, or to the extent, the indemnifying party elects not to, or fails to, defend such proceeding, claim or demand and the indemnified party defends against, settles or otherwise deals with any such proceeding, claim or demand, any settlement thereof may be made without the consent of the indemnifying party if it is given written notice of the material terms and conditions of such settlement at least ten (10) business days prior to a binding agreement with respect to such settlement being reached. Each of the parties agrees to cooperate fully with each other in connection with the defense, negotiation or settlement defense of any such proceeding, claim or demandlitigation. F. Buyer and Meritage may at their option set-off any of Seller's indemnification obligations arising under this Agreement against the Future Land Profit component of the purchase price for the Optioned Real Property. Any such set-off will be against future lot takedowns by Buyer until such indemnification obligations are satisfied. In addition, Buyer and Seller agree that if Buyer elects to acquire substantially all of the Optioned Real Property pursuant to the Option Agreement, Buyer's final [ * ]payment of the Future Land Profit, or such lesser portion that is then otherwise payable, (the "HOLDBACK AMOUNT") will be placed into escrow at such time payment is due under the Option Agreement. The Holdback Amount will be placed into an escrow account at a bank or trust company mutually acceptable to Buyer and Colonial [ * ]. Buyer and Meritage may at their option, as a non-exclusive remedy, set-off any of Seller's indemnification obligations arising under this Agreement against the Holdback Amount. The form of the escrow agreement to be entered into is attached as EXHIBIT A to this Agreement. In addition, Buyer and Meritage may at their option, as a non-exclusive remedy, set-off any of Seller's indemnification obligations arising under Section 1E of this Agreement against any amounts payable under the Master Agreement, the Option Agreement (including but not limited to the Holdback Amount) or any of the Transaction Documents. G. The parties agree that if the Indemnifying Party fails to promptly reimburse the Indemnified Party for the amount of any valid indemnification claim hereunder, the Indemnifying Party shall be entitled to interest on the amount of such claim, which interest shall accrue at a rate of [ * ] per annum.

Procedure for Indemnification. 8.3.1 In Promptly after a party hereto (hereinafter the event that any legal proceedings are instituted, "Indemnified Party") has received notice of or has knowledge of any claim by a person not a party to this Agreement ("Third Person" or demand is asserted, the commencement of any action or proceeding by any third party which may give rise to any damage, liability, loss, or cost or expense in respect of which either party has indemnified the other party under this Section 8 abovea Third Person, the indemnified Indemnified Party shall, as a condition precedent to a claim with respect thereto being made against any party shall obligated to provide indemnification pursuant to this Agreement (hereinafter the "Indemnifying Party"), give the indemnifying party Indemnifying Party written notice of the institution of such proceeding, or the assertion of such claim or demandthe commencement of such action or proceeding (the "Notice"). The Notices shall state the nature and the basis of such claim and a reasonable estimate of the amount thereof. The Indemnifying Party, promptly after receipt of the indemnified party first becomes aware Notice, shall defend and settle, at its own expense and by its own counsel, each such matter so long as the Indemnifying Party pursues the same diligently and in good faith and the claim does not involve injunction or equitable relief or involve criminal penalties. The Indemnified Party shall cooperate with the Indemnifying Party and its counsel in the defense thereof and in any settlement thereof; provided. Such cooperation shall include, howeverbut shall not be limited to, that furnishing the Indemnifying Party with any failure books, records or information reasonably requested by the indemnified party to give such notice on such prompt basis shall not affect any of its rights to indemnification hereunder unless such failure materially and adversely affects Indemnifying Party that are in the ability of Indemnified Party's possession or control. Notwithstanding the indemnifying party to defend such proceeding. 8.3.2 The indemnifying party foregoing, the Indemnified Party shall have the right, at right to participate in any matter through counsel of its option and own choosing at its own expense, to provided that the Indemnifying Party's counsel shall always be represented by lead counsel of its choiceand shall determine all litigation and settlement steps, subject to strategy and the approval of like. After the indemnified partyIndemnifying Party has received the Notice, which approval the Indemnifying Party shall not be unreasonably withheld liable for any additional legal expenses incurred by the Indemnified Party in connection with any defense or delayed, and to defend against, negotiate with respect to, settle or otherwise deal with such proceeding, claim or demand; provided, however, that no settlement of such proceedingasserted liability, claim or demand except to the extent such participation is requested by the Indemnifying Party, in which event the Indemnified Party shall be made without reimbursed by the prior written consent Indemnifying Party for reasonable additional legal expenses, out-of-pocket and allocable share of employee compensation incurred in connection with such participation for any employee whose participation is so requested. The foregoing notwithstanding, if the indemnified party, Indemnifying Party fails diligently to defend any such matter to which consent shall not be unreasonably withheld the Indemnified Party is entitled to indemnification hereunder or delayed, unless, pursuant to if the terms and conditions of such settlementclaim involves criminal penalties, the indemnified party shall be released from any liability or other exposure with respect to Indemnified Party may undertake such proceeding, claim or demand; and provided, further, that the indemnified party may participate in any such proceeding with defense through counsel of its choice and at its own the Indemnifying Party's expense. In each case where the event, or Indemnifying Party is obligated to pay the extentcosts and expenses of the Indemnified Party, the indemnifying party elects not to, or fails to, defend Indemnifying Party shall pay the costs and expenses of the Indemnified Party as such proceeding, costs and expenses are incurred. If the Indemnifying Party desires to accept a final and complete settlement of any such Third Person claim or demand and the indemnified party defends againstIndemnified Party refuses to consent to such settlement, settles or otherwise deals with any such proceeding, claim or demand, any settlement thereof may be made without then the consent of the indemnifying party if it is given written notice of the material terms and conditions of such settlement at least ten (10) business days prior to a binding agreement Indemnifying Party's liability under this Section with respect to such Third Person claim shall be limited to the amount so offered in settlement being reached. Each by said Third Person and the Indemnified Party shall reimburse the Indemnifying Party for any additional costs of the parties agrees defense which it subsequently incurs with respect to cooperate fully with each other in connection with the defense, negotiation or settlement of any such proceeding, claim or demandclaim.

Procedure for Indemnification. 8.3.1 In Notwithstanding anything to the contrary in this Servicing Agreement, in the event that any legal proceedings are institutedan Indemnified Party is entitled to indemnification pursuant to the terms of this Servicing Agreement, or any claim or demand is assertedsuch Indemnified Party shall promptly notify the Person against whom such indemnity may be sought (hereinafter called the “Indemnifying Party”) in writing and the Indemnifying Party, by any third party which may give rise to any damage, liability, loss, or cost or expense in respect of which either party has indemnified the other party under this Section 8 above, the indemnified party shall give the indemnifying party written notice upon request of the institution of such proceedingIndemnified Party, or shall retain counsel reasonably satisfactory to the assertion of such claim or demand, promptly after the indemnified party first becomes aware thereof; provided, however, that any failure by the indemnified party to give such notice on such prompt basis shall not affect any of its rights to indemnification hereunder unless such failure materially and adversely affects the ability of the indemnifying party to defend such proceeding. 8.3.2 The indemnifying party shall have the rightIndemnified Party or, at its option and at the Indemnified Party’s option, such Indemnified Party may select its own expense, to be represented by counsel of its choice, subject to with the approval of the indemnified party, which approval shall not be unreasonably withheld or delayed, and to defend against, negotiate with respect to, settle or otherwise deal with such proceeding, claim or demand; provided, however, that no settlement of such proceeding, claim or demand shall be made without the prior written consent of the indemnified partyIndemnifying Party, which consent shall not be unreasonably withheld or delayed, unless, pursuant to represent the terms Indemnified Party and conditions any others the Indemnified Party may designate in such proceeding and shall pay the reasonable fees and disbursements of such settlement, the indemnified party shall be released from any liability or other exposure with respect counsel related to such proceeding, claim or demand; and provided, further, . It is understood that the indemnified party may participate Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm at any one time (in addition to any local counsel) for all such Indemnified Parties (unless necessary because of conflicts of interest), and all such fees and expenses shall be reimbursed as they are incurred. Such firm shall be designated in writing by the Indemnified Party. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld or delayed, but if settled with counsel of its choice and at its own expense. In the event, such consent or to the extentif there be an adverse final judgment, the indemnifying party elects not to, Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or fails to, defend such proceeding, claim or demand and the indemnified party defends against, settles or otherwise deals with any such proceeding, claim or demand, any settlement thereof may be made without the consent of the indemnifying party if it is given written notice of the material terms and conditions liability by reason of such settlement at least ten (10) business days prior to a binding agreement with respect to such settlement being reached. Each of the parties agrees to cooperate fully with each other in connection with the defense, negotiation or settlement of any such proceeding, claim or demandjudgment.

Procedure for Indemnification. 8.3.1 In the event a party, including its trustees, officers, directors, employees, Affiliates and other representatives, intends to seek indemnification pursuant to the provisions of Sections 9.1 or 9.2 hereof (the "INDEMNIFIED PARTY"), the Indemnified Party shall promptly give notice hereunder to the other party (the "INDEMNIFYING PARTY") of a claim or after obtaining written notice of any claim, investigation, or the service of a summons or other initial or continuing legal or administrative process or Proceeding in any action instituted against the Indemnified Party as to which recovery or other action may be sought against the Indemnified Party because of the indemnification provided for in Section 9.1 or 9.2 hereof, and, if such indemnity shall arise from the claim of a third party, the Indemnified Party shall permit the Indemnifying Party to assume the defense of any such claim and any litigation resulting from such claim; PROVIDED, HOWEVER, that the Indemnified Party shall not be required to permit such an assumption of the defense of any legal proceedings are institutedclaim or Proceeding which, if not first paid, discharged or otherwise complied with, would result in a material interruption or disruption of the business of the Indemnified Party, or any material part thereof. Notwithstanding the foregoing, the right to indemnification hereunder shall not be affected by any failure of the Indemnified Party to give such notice (or by delay by the Indemnified Party in giving such notice) unless, and then only to the extent that, the rights and remedies of the Indemnifying Party shall have been prejudiced as a result of the failure to give, or delay in giving, such notice. Failure by the Indemnifying Party to notify the Indemnified Party of its election to defend any such claim or demand is asserted, action by any a third party which may give rise within twenty (20) days after notice thereof shall have been given to the Indemnifying Party shall be deemed a waiver by the Indemnifying Party of its right to defend such claim or action. If the Indemnifying Party assumes the defense of such claim, investigation or Proceeding resulting therefrom, the obligations of the Indemnifying Party hereunder as to such claim, investigation or Proceeding shall include taking all steps necessary in the defense or settlement of such claim, investigation or Proceeding and holding the Indemnified Party harmless from and against any and all Losses arising from, in connection with or incident to any damagesettlement approved by the Indemnifying Party or any judgment entered in connection with such claim, liabilityinvestigation or Proceeding, lossexcept where, or cost or expense in respect of which either party has indemnified and only to the other party under this Section 8 aboveextent that, the indemnified party shall give Indemnifying Party has been prejudiced by the indemnifying party written notice actions or omissions of the institution of such proceedingIndemnified Party. The Indemnifying Party shall not, or in the assertion defense of such claim or demandany Proceeding resulting therefrom, promptly after consent to entry of any judgment (other than a judgment of dismissal on the indemnified party first becomes aware thereof; provided, however, that any failure by merits without costs) except with the indemnified party to give such notice on such prompt basis shall not affect any of its rights to indemnification hereunder unless such failure materially and adversely affects the ability written consent of the indemnifying party to defend such proceeding. 8.3.2 The indemnifying party shall have the right, at its option and at its own expense, to be represented by counsel of its choice, subject to the approval of the indemnified party, Indemnified Party (which approval consent shall not be unreasonably withheld withheld, delayed or delayed, and to defend against, negotiate conditioned) or enter into any settlement (except with respect to, settle or otherwise deal with such proceeding, claim or demand; provided, however, that no settlement of such proceeding, claim or demand shall be made without the prior written consent of the indemnified partyIndemnified Party, which consent shall not be unreasonably withheld withheld, delayed or delayedconditioned) unless (i) there is no finding or admission of any violation of Applicable Law and no material effect on any claims that could reasonably be expected to be made by or against the Indemnified Party, unless(ii) the sole relief provided is monetary damages that are paid in full for Losses which are or may be properly applied against the Basket Amount, pursuant and (iii) the settlement shall include the giving by the claimant or the plaintiff to the terms and conditions of such settlement, the indemnified party shall be released Indemnified Party a release from any liability or other exposure with all Liability in respect to such proceeding, claim or demand; and providedlitigation. If the Indemnifying Party assumes the defense of such claim, furtherinvestigation or Proceeding resulting therefrom, that the indemnified party may Indemnified Party shall be entitled to participate in any such proceeding with counsel the defense of its choice the claim, but solely by observation and at its own expense. In the event, or comment to the extentIndemnifying Party, the indemnifying party elects not to, or fails to, defend such proceeding, claim or demand and the indemnified party defends against, settles or otherwise deals with counsel selected by the Indemnified Party shall not appear on its behalf in any such proceeding, claim or demand, any settlement thereof may be made without the consent of the indemnifying party if it is given written notice of the material terms and conditions of such settlement at least ten (10) business days prior to a binding agreement with respect to such settlement being reached. Each of the parties agrees to cooperate fully with each other in connection with the defense, negotiation or settlement of any such proceeding, claim or demand.Proceeding arising

Procedure for Indemnification. 8.3.1 In the event that The following provisions shall apply to any legal proceedings are instituted, or any claim or demand is asserted, by any Claims for which an Indemnifying Party may be obligated to indemnify an Indemnified Party pursuant to this Agreement: (i) upon receipt from a third party which may give rise to any damage, liability, loss, by the Indemnified Party of notice of a Claim or cost or expense the Indemnified party becoming aware of a Claim in respect of which either party has indemnified the other party under this Section 8 aboveIndemnified Party proposes to demand indemnification from the Indemnifying Party, the indemnified party Indemnified Party shall give notice to that effect to the indemnifying party written notice of the institution of such proceedingIndemnifying Party with reasonable promptness, or the assertion of such claim or demand, promptly after the indemnified party first becomes aware thereof; provided, however, provided that any failure by the indemnified party to give such notice on such prompt basis shall not affect relieve an Indemnifying Party from any liability it may have to the Indemnified Party except to the extent that the Indemnifying Party is prejudiced thereby; (ii) in the case of its rights to indemnification hereunder unless such failure materially and adversely affects Claims arising from third parties, the ability of the indemnifying party to defend such proceeding. 8.3.2 The indemnifying party Indemnifying Party shall have the right, at its option and at its own expense, to be represented right by counsel of its choice, subject notice to the approval Indemnified party not later than thirty (30) days after receipt of the indemnified partynotice described in paragraph (i) above to assume the control of the defense, which approval shall not be unreasonably withheld compromise or delayed, and to defend against, negotiate with respect to, settle or otherwise deal with such proceeding, claim or demand; provided, however, that no settlement of the Claims, provided that such proceedingassumption shall, claim or demand shall by its terms, be made without the prior written consent of the indemnified party, which consent shall not be unreasonably withheld or delayed, unless, pursuant costs to the terms Indemnified Party and conditions the Indemnifying Party shall at the Indemnified Party's request furnish it with reasonable security against any costs or other liabilities to which it may be or become exposed by reason of such defense, compromise or settlement; (iii) upon the assumption of control by the Indemnifying Party as aforesaid, the indemnified party Indemnifying Party shall be released from any liability or other exposure with respect to such proceeding, claim or demand; and provided, further, that the indemnified party may participate in any such proceeding with counsel of its choice and at its own expense. In the event, or to the extent, the indemnifying party elects not to, or fails to, defend such proceeding, claim or demand and the indemnified party defends against, settles or otherwise deals with any such proceeding, claim or demand, any settlement thereof may be made without the consent of the indemnifying party if it is given written notice of the material terms and conditions of such settlement at least ten (10) business days prior to a binding agreement with respect to such settlement being reached. Each of the parties agrees to cooperate fully with each other in connection diligently proceed with the defense, negotiation compromise or settlement of the Claims at its sole expense, including employment of counsel reasonably satisfactory to the Indemnified Party and, in connection therewith, the Indemnified Party shall co-operate fully, but at the expense of the Indemnifying Party, to make available to the Indemnifying Party all pertinent information and witnesses under the Indemnified Party's control, make such assignments and take such other steps as in the opinion of counsel for the Indemnifying Party are necessary to enable the Indemnifying Party to conduct such defense; provided always that the Indemnified Party shall be entitled to reasonable security from the Indemnifying Party for the expense, costs of other liabilities to which it may be or may become exposed by reason of such co-operation; (iv) the final determination of any such proceedingClaims arising from third parties, claim including all related costs and expenses, will be binding and conclusive upon the Parties as to the validity or demandinvalidity, as the case may be of such Claims against the Indemnifying Party hereunder; and (v) should the Indemnifying Party fail to give notice to the Indemnified Party as provided in paragraph (ii) above, the Indemnified Party shall be entitled to make such settlement of the Claims as in its sole discretion may appear advisable, and such settlement or any other final determination of the Claims shall be binding upon the Indemnifying Party.

Procedure for Indemnification. 8.3.1 In the event that The following provisions shall apply to any legal proceedings are instituted, or any claim or demand is asserted, by any Claims for which an Indemnifying Party may be obligated to indemnify an Indemnified Party pursuant to this Agreement: (a) upon receipt from a third party which may give rise to any damage, liability, loss, by the Indemnified Party of notice of a Claim or cost or expense the Indemnified party becoming aware of a Claim in respect of which either party has indemnified the other party under this Section 8 aboveIndemnified Party proposes to demand indemnification from the Indemnifying Party, the indemnified party Indemnified Party shall give notice to that effect to the indemnifying party written notice of the institution of such proceedingIndemnifying Party with reasonable promptness, or the assertion of such claim or demand, promptly after the indemnified party first becomes aware thereof; provided, however, provided that any failure by the indemnified party to give such notice on such prompt basis shall not affect relieve an Indemnifying Party from any liability it may have to the Indemnified Party except to the extent that the Indemnifying Party is prejudiced thereby; (b) in the case of its rights to indemnification hereunder unless such failure materially and adversely affects Claims arising from third parties, the ability of the indemnifying party to defend such proceeding. 8.3.2 The indemnifying party Indemnifying Party shall have the right, at its option and at its own expense, to be represented right by counsel of its choice, subject notice to the approval Indemnified party not later than thirty (30) days after receipt of the indemnified party, which approval shall not be unreasonably withheld or delayed, and notice described in paragraph (i) above to defend against, negotiate with respect to, settle or otherwise deal with such proceeding, claim or demand; provided, however, that no settlement of such proceeding, claim or demand shall be made without assume the prior written consent control of the indemnified partydefence, which consent shall not be unreasonably withheld or delayed, unless, pursuant to the terms and conditions of such settlement, the indemnified party shall be released from any liability or other exposure with respect to such proceeding, claim or demand; and provided, further, that the indemnified party may participate in any such proceeding with counsel of its choice and at its own expense. In the event, or to the extent, the indemnifying party elects not to, or fails to, defend such proceeding, claim or demand and the indemnified party defends against, settles or otherwise deals with any such proceeding, claim or demand, any settlement thereof may be made without the consent of the indemnifying party if it is given written notice of the material terms and conditions of such settlement at least ten (10) business days prior to a binding agreement with respect to such settlement being reached. Each of the parties agrees to cooperate fully with each other in connection with the defense, negotiation compromise or settlement of the Claims, provided that such assumption shall, by its terms, be without costs to the Indemnified Party and the Indemnifying Party shall at the Indemnified Party's request furnish it with reasonable security against any costs or other liabilities to which it may be or become exposed by reason of such defence, compromise or settlement; (c) upon the assumption of control by the Indemnifying Party as aforesaid, the Indemnifying Party shall diligently proceed with the defence, compromise or settlement of the Claims at its sole expense, including employment of counsel reasonably satisfactory to the Indemnified Party and, in connection therewith, the Indemnified Party shall co-operate fully, but at the expense of the Indemnifying Party, to make available to the Indemnifying Party all pertinent information and witnesses under the Indemnified Party's control, make such assignments and take such other steps as in the opinion of counsel for the Indemnifying Party are necessary to enable the Indemnifying Party to conduct such defence; provided always that the Indemnified Party shall be entitled to reasonable security from the Indemnifying Party for the expense, costs of other liabilities to which it may be or may become exposed by reason of such co-operation; (d) the final determination of any such proceedingClaims arising from third parties, claim including all related costs and expenses, will be binding and conclusive upon the Parties as to the validity or demandinvalidity, as the case may be of such Claims against the Indemnifying Party hereunder; and (e) should the Indemnifying Party fail to give notice to the Indemnified Party as provided in paragraph (ii) above, the Indemnified Party shall be entitled to make such settlement of the Claims as in its sole discretion may appear advisable, and such settlement or any other final determination of the Claims shall be binding upon the Indemnifying Party.

Procedure for Indemnification. 8.3.1 (a) In the event that any legal proceedings are institutedSeller Indemnified Party, on the one hand, or any claim Purchaser Indemnified Party, on the other hand, shall sustain or demand is asserted, by incur any third party which may give rise to any damage, liability, loss, or cost or expense Damages in respect of which either indemnity may be sought by such party has indemnified the other party under pursuant to this Section 8 aboveX or any other provision of this Agreement (each, an “Indemnification Matter”), the party indemnified party hereunder (the “Indemnitee”) shall give notify the indemnifying party parties providing indemnification (collectively, the “Indemnitor”) by sending written notice to the Indemnitor (each, an “Indemnity Notice”). In the case of the institution of such proceedingan Indemnification Matter involving a third party claim, or the assertion of such claim or demandwhich, if successful, could result in an indemnity payment hereunder, an Indemnity Notice shall be given promptly after the indemnified party first becomes aware thereofdiscovery by an Indemnitee of the filing or assertion of any claim against the Indemnitee stating the nature and basis of such claim; provided, however, that any delay or failure by the indemnified party to give such notice on such prompt basis notify any Indemnitor of any claim shall not affect relieve it from any liability except to the extent that the defense of its rights such action is materially prejudiced or materially adversely affected by such delay or failure to indemnification hereunder unless such failure materially notify. (b) In the case of third party claims the Indemnitee shall give the Indemnitor a reasonable opportunity (i) to conduct any proceedings or negotiations in connection therewith and adversely affects the ability of the indemnifying party necessary or appropriate to defend the Indemnitee (provided such proceeding. 8.3.2 The indemnifying party shall have are pursued in a professional and diligent manner), (ii) to take all other reasonable steps or proceedings to settle or defend any such claims, provided that the right, at its option and at its own expense, to be represented by counsel of its choice, subject to the approval of the indemnified party, which approval Indemnitor shall not be unreasonably withheld or delayed, and to defend against, negotiate with respect to, settle or otherwise deal with any such proceeding, claim or demand; provided, however, that no settlement of such proceeding, claim or demand shall be made which is solely for money damages without the prior written consent of the indemnified party, Indemnitee which consent shall not be unreasonably withheld or delayed, unlessand shall not settle any other such third party claim without the prior written consent of the Indemnitee (including, without limitation, if such claim seeks or such settlement imposes equitable remedies or injunctive relief on the Indemnitee), and (iii) to employ counsel designated by the Indemnitor and reasonably satisfactory to the Indemnitee to contest any such claim or liability in the name of the Indemnitee or otherwise. The Indemnitor shall, within twenty (20) days of receipt of an Indemnity Notice of such claim (the “Indemnity Notice Period”), give written notice to the Indemnitee of its intention to assume the defense of such claim. If defendants in any action include any Indemnitee and any Indemnitor and any Indemnitee shall have been advised by its counsel that there may be legal defenses available to such Indemnitee which are different from or in addition to those available to any Indemnitor, or if a conflict of interest exists between any Indemnitee and any Indemnitor, then in either case, the Indemnitee shall have the right to employ its own counsel in such action, and, in such event (or in the event that the Indemnitor does not timely assume the defense within the Indemnity Notice Period as provided in the immediately succeeding sentence), the reasonable fees and expenses of the Indemnitees counsel shall be borne by the Indemnitor and shall be paid by the Indemnitor from time to time within twenty (20) days of receipt of appropriate invoices therefor. If the Indemnitor does not deliver to the Indemnitee within the Indemnity Notice Period written notice that the Indemnitor shall assume the defense of any such claim or litigation resulting therefrom pursuant to and in accordance with the terms and conditions provisions of such settlementthis Section X, the indemnified party shall be released from Indemnitee may defend against any liability such claim or litigation in such manner as it may deem appropriate and the Indemnitee may settle such claim or litigation on such terms as it may deem appropriate, all at the expense of the Indemnitor, and the costs and expenses of all proceedings, contests or lawsuits and all other exposure Damages sustained or incurred with respect to such proceedingclaims, claim proceedings or demand; and provided, further, litigations shall be borne solely by the Indemnitor. In the event that the indemnified party may Indemnitor does timely assume the defense as provided above, the Indemnitee shall have the right to fully participate in any such proceeding defense (including, without limitation, with counsel of its choice and choice) at its own expense. In the eventsole expense (except as otherwise provided herein), or to the extent, the indemnifying party elects not to, or fails to, defend such proceeding, claim or demand and the indemnified Indemnitor shall reasonably cooperate with the Indemnitee in connection with such participation, and in all cases the Indemnitor shall keep the Indemnitee fully informed as to all matters concerning each third party defends against, settles or otherwise deals with claim and shall promptly notify the Indemnitee in writing of any such proceeding, claim or demand, any settlement thereof may be made without the consent of the indemnifying party if it is given written notice of the material terms and conditions of such settlement at least ten all significant developments relating thereto. Within five (105) business days prior to a binding agreement after the occurrence of an order or other determination with respect to such settlement being reached. Each each third party claim by any court, panel of arbitrator(s) or Governmental Authority having jurisdiction thereof, the parties agrees Indemnitor shall pay the Indemnitee the amount of Damages sustained or incurred by the Indemnitee which have not theretofore been paid to cooperate fully with each the Indemnitee as provided above. (c) In the event that an Indemnification Matter does not involve a third party claim, the Indemnitor shall within thirty (30) days after the date of an Indemnity Notice pay to the Indemnitee the amount of Damages payable pursuant to Section 10.01 hereof and which are at the time sustained or incurred by the Indemnitee and shall thereafter pay any other in connection with Damages payable pursuant to Section 10.01 hereof and related to the defense, negotiation or settlement of any such proceeding, claim or same Indemnity Notice on demand.

Procedure for Indemnification. 8.3.1 In the event that any legal proceedings are instituted, or (a) If any claim or demand is assertedasserted against a party as to which such party may be entitled to indemnification hereunder (a “Claim”), such party (the “Indemnified Party”) shall notify the party required to provide indemnification (the “Indemnifying Party”) of the commencement of such Claim. Such notice shall be in writing and shall be given within ten (10) days after receipt by any third party which may give rise to any damage, liability, loss, or cost or expense in respect the Indemnified Party of which either party has indemnified the other party under this Section 8 above, the indemnified party shall give the indemnifying party written notice of the institution of such proceedingClaim, or and shall describe in reasonable detail (to the assertion of extent known by the Indemnified Party) the facts constituting the basis for such claim or demand, promptly after and the indemnified party first becomes aware thereof; provided, however, that any failure by the indemnified party to give such notice on such prompt basis shall not affect any amount of its rights to indemnification hereunder unless such failure materially and adversely affects the ability of the indemnifying party to defend such proceeding. 8.3.2 The indemnifying party shall have the right, at its option and at its own expense, to be represented by counsel of its choice, subject to the approval of the indemnified party, which approval shall not be unreasonably withheld or delayed, and to defend against, negotiate with respect to, settle or otherwise deal with such proceeding, claim or demandDamages claimed; provided, however, that no settlement delay or failure on the part of the Indemnified Party to so notify the Indemnifying Party shall relieve the Indemnifying Party of any liability or obligation hereunder, except to the extent of any Damage, liability or prejudice actually caused by or arising from such delay or failure. Within twenty (20) days after delivery of such proceedingnotification, claim the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of the Claim, with counsel reasonably satisfactory to the Indemnified Party; provided that: (i) the Indemnifying Party may only assume control of such defense if: (A) it acknowledges in writing to the Indemnified Party that any Damages, fines, costs or demand other liabilities which may be assessed against the Indemnified Party in connection with such Claim constitute Damages for which the Indemnified Party shall be indemnified by the Indemnifying Party pursuant to this Article 10, and (B) the ad damnum of the Claim is less than or equal to the amount of Damages for which the Indemnifying Party may be liable pursuant to this Article 10, and (ii) the Indemnifying Party may not assume control of the defense of any Claim in which criminal liability is asserted, or in which equitable relief is sought, against the Indemnified Party. (b) If the Indemnifying Party does not, or is not permitted under the terms hereof to, assume control of the defense of a Claim, the Indemnified Party shall control such defense. Whichever party, whether the Indemnified Party or the Indemnifying Party, does not control the defense of a claim (the “Non-Controlling Party”) may participate in such defense at its own expense. Whichever party, whether the Indemnified Party or the Indemnifying Party controls the defense of a claim (the “Controlling Party”) shall keep the Non-Controlling Party advised of the status of such Claim and the defense thereof, and shall consider, in good faith, any recommendations made by the Non-Controlling Party with respect thereto. The Non-Controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Claim, including copies of any summons, complaint or other pleading which may have been served on such Non-Controlling Party and any written claim, demand, invoice, billing or other document evidencing or asserting the same, and shall otherwise cooperate and assist the Controlling Party in the defense of such Claim. The expenses and reasonable fees of counsel to the Indemnified Party with respect to a Claim shall be considered Damages for purposes of this Agreement if: (i) the Indemnified Party controls the defense of such Claim pursuant to the terms of this Section 10.4(b); or (ii) the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Claim. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, any Claim without the prior written consent of the indemnified partyIndemnified Party, which consent shall not be unreasonably withheld withheld, conditioned or delayed. The Indemnified Party shall not agree to any settlement of, unlessor the entry of any judgment arising from, pursuant to any such Claim without the terms and conditions prior written consent of such settlementthe Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed. (c) If the indemnified party shall be released from any liability or other exposure Indemnified Party seeks indemnification with respect to any matter that does not involve a claim asserted by a third party, the Indemnified Party shall give written notice to the Indemnifying Party promptly after discovering the Damages or other liability and the facts giving rise to such proceedingclaim for indemnification, describing the nature of the claim or demand; in reasonable detail, the amount of Damages related thereto (if known and providedquantifiable or, furtherif not, a good faith estimate thereof), and the basis for indemnification hereunder. If the Indemnifying Party does not notify the Indemnified Party within fifteen (15) days from the Indemnifying Party’s receipt of the indemnity notice that the indemnified party may participate Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed to indemnify the Indemnified Party from and against the entirety of the Damages described in any such proceeding with counsel of its choice and at its own expensethe indemnity notice. In If the event, or Indemnifying Party has delivered an indemnity dispute notice to the extentIndemnified Party, the indemnifying party elects not to, or fails to, defend such proceeding, claim or demand Indemnifying Party and the indemnified party defends against, settles or otherwise deals with any Indemnified Party shall proceed in good faith to negotiate a resolution to such proceeding, claim or demand, any settlement thereof may be made without dispute. If the consent parties cannot resolve such dispute in thirty (30) days after delivery of the indemnifying party if it is given written notice of the material terms and conditions of indemnity dispute notice, such settlement at least ten (10) business days prior to a dispute shall be resolved through binding agreement arbitration in accordance with respect to such settlement being reached. Each of the parties agrees to cooperate fully with each other in connection with the defense, negotiation or settlement of any such proceeding, claim or demandSection 2.7(d).

Procedure for Indemnification. 8.3.1 In If any Person shall claim indemnification (the event that “Indemnified Party”) hereunder for any legal proceedings are institutedclaim other than a third party claim, or the Indemnified Party shall promptly give written notice to the other party from whom indemnification is sought (the “Indemnifying Party”) of the nature and amount of the claim. If an Indemnified Party shall claim indemnification hereunder arising from any claim or demand is assertedof a third party, by the Indemnified Party shall promptly give written notice (a “Third-Party Notice”) to the Indemnifying Party of the basis for such claim or demand, setting forth the nature of the claim or demand in detail. Provided that the Indemnifying Party acknowledges in writing its indemnification obligations pursuant to this Article VII with respect to the claims in such Third-Party Notice, the Indemnifying Party may defend and, if appropriate, settle at its own cost and through counsel of its own choosing, any third party which may give claim or demand set forth in a Third-Party Notice giving rise to such claim for indemnification. In the event the Indemnifying Party undertakes to compromise or defend any damagesuch claim or demand, liabilityit shall promptly (and in any event, loss, or cost or expense in respect of which either party has indemnified the other party under this Section 8 above, the indemnified party shall give the indemnifying party written notice no later than thirty (30) days after receipt of the institution Third-Party Notice) notify the Indemnified Party in writing of such proceeding, its intention to do so. The Indemnified Party shall fully cooperate with the Indemnifying Party and its counsel in the defense or the assertion compromise of such claim or demand, promptly after . After the indemnified party first becomes aware thereof; provided, however, that any failure assumption of the defense by the indemnified party to give such notice on such prompt basis Indemnifying Party, the Indemnified Party shall not affect be liable for any of its rights to indemnification hereunder unless legal or other expenses subsequently incurred by the Indemnifying Party in connection with such failure materially and adversely affects defense, but the ability of the indemnifying party to defend Indemnified Party may participate in such proceeding. 8.3.2 The indemnifying party shall have the right, at its option and defense at its own expense, to be represented by counsel of its choice, subject to the approval of the indemnified party, which approval shall not be unreasonably withheld or delayed, and to defend against, negotiate with respect to, settle or otherwise deal with such proceeding, claim or demand; provided, however, that no . No settlement of such proceeding, a third party claim or demand defended by the Indemnifying Party shall be made without the prior written consent of the indemnified partyIndemnified Party, which such consent shall not to be unreasonably withheld withheld, delayed or delayedqualified. The Indemnifying Party shall not, unless, pursuant to the terms and conditions of such settlement, the indemnified party shall be released from any liability or other exposure except with respect to such proceeding, claim or demand; and provided, further, that the indemnified party may participate in any such proceeding with counsel of its choice and at its own expense. In the event, or to the extent, the indemnifying party elects not to, or fails to, defend such proceeding, claim or demand and the indemnified party defends against, settles or otherwise deals with any such proceeding, claim or demand, any settlement thereof may be made without the written consent of the indemnifying party if it is given written notice Indemnified Party, consent to the entry of a judgment or settlement which does not include as an unconditional term thereof, the material terms and conditions giving by the claimant or plaintiff to the Indemnified Party of an unconditional release from all liability in respect of such settlement at least ten (10) business days prior to a binding agreement with respect to such settlement being reached. Each of the parties agrees to cooperate fully with each other in connection with the defense, negotiation or settlement of any such proceeding, third party claim or demand.

Procedure for Indemnification. 8.3.1 In (a) Promptly after the event that any legal proceedings are instituted, or receipt by a party hereto of notice of any claim or demand the commencement of any action or proceeding, such party (the "Indemnified Party") will, if a claim with respect thereto is asserted, by any third party which may give rise to any damage, liability, loss, or cost or expense in respect of which either party has indemnified be made against the other party under this pursuant to Section 8 above8.1 or 8.2, the indemnified party shall give the indemnifying party (the "Indemnifying Party") written notice of the institution of such proceeding, or the assertion of such claim or demandthe commencement of such action or proceeding and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting from such claim; provided that no failure or delay in delivery of any notice shall impair the rights of the Indemnified Party, promptly after except to the indemnified party first becomes aware thereof; providedextent the Indemnifying Party is prejudiced thereby. If the Indemnifying Party assumes the defense of any such claim or litigation resulting therefrom, howeverthe obligations of the Indemnifying Party as to such claim shall be limited to taking all steps necessary in the defense or settlement of such claim or litigation resulting therefrom and to the extent required by Section 8.1 or 8.2, that and subject to its terms, conditions and limitations, to holding the Indemnified Party harmless from and against any failure and all Losses and Expenses caused by or arising out of any settlement approved by the indemnified party to give Indemnifying Party or any judgment in connection with such notice on such prompt basis shall not affect any of its rights to indemnification hereunder unless such failure materially and adversely affects the ability of the indemnifying party to defend such proceeding. 8.3.2 claim or litigation resulting therefrom. The indemnifying party shall have the rightIndemnified Party may participate, at its option and at its own expense, to be represented by counsel in the defense of its choice, subject to the approval of the indemnified party, which approval shall not be unreasonably withheld or delayed, and to defend against, negotiate with respect to, settle or otherwise deal with such proceeding, claim or demand; provided, however, litigation provided that no settlement the attorney selected by the Indemnifying Party to represent the Indemnifying Party shall direct and control the defense of such proceeding, claim or demand litigation. The Indemnifying Party shall be made without not, in the prior defense of such claim or any litigation resulting therefrom, consent to entry of any judgment, or enter into any settlement, except with the written consent of the indemnified partyIndemnified Party, which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such claim or litigation or which provides for a settlement payment in excess of the remaining amount held pursuant to the Indemnification Escrow Agreement. (b) If the Indemnifying Party shall not assume the defense of any such claim or litigation resulting therefrom, the Indemnified Party may defend against such claim or litigation in such manner as it may deem appropriate. The Indemnified Party may not settle such claim or litigation as to which it seeks indemnification hereunder without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed, unless, pursuant to the terms and conditions of such settlement, the indemnified party shall be released from any liability or other exposure with respect to such proceeding, claim or demand; and provided, further, that the indemnified party may participate in any such proceeding with counsel of its choice and at its own expense. In the event, or to the extent, the indemnifying party elects not to, or fails to, defend such proceeding, claim or demand and the indemnified party defends against, settles or otherwise deals with any such proceeding, claim or demand, any settlement thereof may be made without the consent of the indemnifying party if it is given written notice of the material terms and conditions of such settlement at least ten (10) business days prior to a binding agreement with respect to such settlement being reached. Each of the parties agrees to cooperate fully with each other in connection with the defense, negotiation or settlement of any such proceeding, claim or demandwithheld).

Procedure for Indemnification. 8.3.1 In the event a party intends to seek indemnification pursuant to the provisions of Sections 10.1 or 10.2 hereof (the "INDEMNIFIED PARTY"), the Indemnified Party shall promptly give notice hereunder to the other party (the "INDEMNIFYING PARTY") after obtaining written notice of any claim, investigation, or the service of a summons or other initial or continuing legal or administrative process or Proceeding in any action instituted against the Indemnified Party as to which recovery or other action may be sought against the Indemnifying Party because of the indemnification provided for in Section 10.1 or 10.2 hereof, and, if such indemnity shall arise from the claim of a third party, the Indemnified Party shall permit the Indemnifying Party to assume the defense of any such claim and any litigation resulting from such claim; PROVIDED, HOWEVER, that the Indemnified Party shall not be required to permit such an assumption of the defense of any legal proceedings are institutedclaim or litigation which, if not first paid, discharged or otherwise complied with, would with substantial certainty result in a material interruption or disruption of the Business of the Indemnified Party, taken as a whole, or any material part thereof. Notwithstanding the foregoing, the right to indemnification hereunder shall not be affected by any failure of the Indemnified Party to give such notice (or by delay by the Indemnified Party in giving such notice) unless, and then only to the extent that, the rights and remedies of the Indemnifying Party shall have been prejudiced as a result of the failure to give, or delay in giving, such notice. Failure by the Indemnifying Party to notify the Indemnified Party of its election to defend any such claim or demand is asserted, action by any a third party which may give rise within twenty (20) days after notice thereof shall have been given to any damagethe Indemnifying Party shall be deemed a waiver by the Indemnifying Party of its right to defend such claim or action. If the Indemnifying Party assumes the defense of such claim, liability, loss, investigation or cost or expense in respect of which either party has indemnified the other party under this Section 8 aboveProceeding resulting therefrom, the indemnified party shall give the indemnifying party written notice obligations of the institution Indemnifying Party hereunder as to such claim, investigation or Proceeding shall include taking all steps necessary in the defense or settlement of such proceedingclaim, investigation or Proceeding and holding the assertion Indemnified Party harmless from and against any and all damages caused by or arising out of any settlement approved by the Indemnifying Party or any judgment entered in connection with such claim, investigation or Proceeding, except where, and only to the extent that, the Indemnifying Party has been prejudiced by the actions or omissions of the Indemnified Party. The Indemnifying Party shall not, in the defense of such claim or demandany Proceeding resulting therefrom, promptly after consent to entry of any judgment (other than a judgment of dismissal on the indemnified party first becomes aware thereof; provided, however, that any failure by merits without costs) except with the indemnified party to give such notice on such prompt basis shall not affect any of its rights to indemnification hereunder unless such failure materially and adversely affects the ability of the indemnifying party to defend such proceeding. 8.3.2 The indemnifying party shall have the right, at its option and at its own expense, to be represented by counsel of its choice, subject to the approval of the indemnified party, which approval shall not be unreasonably withheld or delayed, and to defend against, negotiate with respect to, settle or otherwise deal with such proceeding, claim or demand; provided, however, that no settlement of such proceeding, claim or demand shall be made without the prior written consent of the indemnified party, Indemnified Party (which consent shall not be unreasonably withheld withheld, delayed or delayedconditioned) or enter into any settlement (except with the written consent of the Indemnified Party)(which consent shall not be unreasonably withheld, unless, pursuant delayed or conditioned) unless (i) there is no finding or admission of any violation of law and no material effect on any claims that could reasonably be expected to be made against the Indemnified Party (ii) the sole relief provided is monetary damages and (iii) the settlement shall include the giving by the claimant or the plaintiff to the terms and conditions of such settlement, the indemnified party shall be released Indemnified Party a release from any liability or other exposure with all Liability in respect to such proceeding, claim or demandlitigation. If the Indemnifying Party assumes the defense of such claim, investigation or Proceeding resulting therefrom, the Indemnified Party shall be entitled to participate in the defense of the claim, but solely by observation and comment to the Indemnifying Party, and the counsel selected by the Indemnified Party shall not appear on its behalf in any Proceeding arising hereunder. The Indemnified Party shall bear the fees and expenses of any additional counsel retained by it to participate in its defense unless any of the following shall apply: (i) the employment of such counsel shall have been authorized in writing by the Indemnifying Party; and providedor (ii) the Indemnifying Party's legal counsel shall advise the Indemnifying Party in writing, furtherwith a copy to the Indemnified Party, that there is a conflict of interest that would make it inappropriate under applicable standards of professional conduct to have common counsel. If clause (i) or (ii) in the indemnified party immediately preceding sentence is applicable, then the Indemnified Party may participate employ separate counsel at the expense of the Indemnifying Party to represent the Indemnified Party, but in no event shall the Indemnifying Party be obligated to pay the costs and expenses of more than one such separate counsel for any one complaint, claim, action or Proceeding in any one jurisdiction. If the Indemnifying Party does not assume the defense of any such proceeding claim by a third party or litigation resulting therefrom after receipt of notice from the Indemnified Party, the Indemnified Party may defend against such claim or litigation in such manner as it reasonably deems appropriate, and unless the Indemnifying Party shall deposit with counsel of its choice and at its own expense. In the event, or Indemnified Party a sum equivalent to the extenttotal amount demanded in such claim or litigation plus the Indemnified Party's estimate of the cost (including attorneys' fees) of defending the same, the indemnifying party elects not to, or fails to, defend Indemnified Party may settle such proceeding, claim or demand Proceeding on such terms as it may reasonably deem appropriate and the indemnified party defends against, settles or otherwise deals with any such proceeding, claim or demand, any settlement thereof may be made without Indemnifying Party shall promptly reimburse the consent of Indemnified Party for the indemnifying party if it is given written notice of the material terms and conditions amount of such settlement at least ten and for all costs (10) business days prior to a binding agreement with respect to such settlement being reached. Each of including attorneys' fees), expenses and damages incurred by the parties agrees to cooperate fully with each other Indemnified Party in connection with the defense, negotiation defense against or settlement of such claim, investigation or litigation, or if any such proceeding, claim or demandlitigation is not so settled, the Indemnifying Party shall promptly reimburse the Indemnified Party for the amount of any judgment rendered with respect to any claim by a third party in such litigation and for all costs (including attorneys' fees), expenses and damage incurred by the Indemnified Party in connection with the defense against such claim or litigation, whether or not resulting from, arising out of, or incurred with respect to, the act of a third party. Each party shall cooperate in good faith and in all respects with each Indemnifying Party and its representatives (including without limitation its counsel) in the investigation, negotiation, settlement, trial and/or defense of any Proceedings (and any appeal arising therefrom) or any claim. The parties shall cooperate with the other in any notifications to and information requests of any insurers. No individual representative of any Person, or their respective Affiliates shall be personally liable for any Loss under this Agreement, except as specifically agreed to by said individual representative.

Procedure for Indemnification. 8.3.1 In the event that any legal proceedings are instituted, party to this Agreement shall incur any Indemnifiable Damages or any claim or demand is asserted, by any third party which may give rise to any damage, liability, loss, or cost or expense Losses in respect of which either indemnity may be sought by such party has indemnified the pursuant to this Article VIII or any other party under provision of this Section 8 aboveAgreement, the party indemnified hereunder (the “Indemnitee”) shall notify the party providing indemnification (the “Indemnitor”) promptly. In the case of third party claims, such notice shall give the indemnifying party written notice in any event be given within 10 days of the institution filing or assertion of any claim against the Indemnitee stating the nature and basis of such proceeding, or the assertion of such claim or demand, promptly after the indemnified party first becomes aware thereofclaim; provided, however, that any delay or failure to notify any Indemnitor of any claim shall not relieve it from any liability except to the extent that the Indemnitor demonstrates that the defense of such action has been materially prejudiced by such delay or failure to notify. In the indemnified case of third party claims, the Indemnitor shall, within 10 days of receipt of notice of such claim, notify the Indemnitee of its intention to give assume the defense of such notice claim. If the Indemnitor shall not assume the defense of any such claim or litigation resulting therefrom, the Indemnitee may defend against any such claim or litigation in such manner as it may deem appropriate and the Indemnitee may settle such claim or litigation on such prompt basis shall not affect any of its rights to indemnification hereunder unless such failure materially and adversely affects the ability of the indemnifying party to defend such proceeding. 8.3.2 The indemnifying party shall have the right, at its option and at its own expense, to be represented by counsel of its choice, subject to the approval of the indemnified party, which approval shall not be unreasonably withheld or delayedterms as it may deem appropriate, and assert against the Indemnitor any rights or claims to defend againstwhich the Indemnitee is entitled. Payment of Indemnifiable Damages or Losses, negotiate with respect toas the case may be, settle or otherwise deal with such proceeding, claim or demand; provided, however, that no settlement of such proceeding, claim or demand shall be made without within 10 days of a final determination of a claim. A final determination of a disputed claim shall be (a) a judgment of any court determining the prior validity of disputed claim, if no appeal is pending from such judgment or if the time to appeal therefrom has elapsed, (b) an award of any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award or if the time within to move to set such award aside has elapsed, (c) a written consent termination of the indemnified party, which consent shall not be unreasonably withheld or delayed, unless, pursuant to the terms and conditions of such settlement, the indemnified party shall be released from any liability or other exposure dispute with respect to such proceeding, claim or demand; and provided, further, that the indemnified party may participate in any such proceeding with counsel of its choice and at its own expense. In the event, or to the extent, the indemnifying party elects not to, or fails to, defend such proceeding, claim or demand and the indemnified party defends against, settles or otherwise deals with any such proceeding, claim or demand, any settlement thereof may be made without the consent of the indemnifying party if it is given written notice of the material terms and conditions of such settlement at least ten (10) business days prior to a binding agreement with respect to such settlement being reached. Each signed by all of the parties agrees thereto or their attorneys, (d) a written acknowledgment of the Indemnitor that it no longer disputes the validity of such claim, or (e) such other evidence of final determination of a disputed claim as shall be acceptable to cooperate fully with each other in connection with the defense, negotiation or settlement of any such proceeding, claim or demandparties.

Procedure for Indemnification. 8.3.1 In order for an Indemnified Party (as defined under Sections 11.2(l)(ii) or 11.2(l)(ii), as the event that any legal proceedings are instituted, or any claim or demand is asserted, by any third party which case may give rise be) to be entitled to any damage, liability, loss, or cost or expense in respect of which either party has indemnified the other party indemnification provided for under this Section 8 above11.2(l), such Indemnified Party must notify the person from whom indemnification is being sought (for purposes of this Section 11.2(l), the indemnified party shall give "Indemnifying Party") in writing of the indemnifying party claim within 45 days after receipt by such Indemnified Party of written notice of the institution of such proceeding, or the assertion of such claim or demand, promptly after the indemnified party first becomes aware thereof; provided, however, that any failure by the indemnified party to give such notice on such prompt basis notification shall not affect any the indemnification provided hereunder except to the extent (and only to the extent) the Indemnifying Party shall have been actually prejudiced as a result of such failure. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, within five business days after the Indemnified Party's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the claim. The Indemnifying Party will be entitled to participate in the defense of a Third Party Claim made against an Indemnified Party and, if it so chooses, to assume the defense thereof with counsel selected by the Indemnifying Party; provided that, with respect to such assumption, (i) such counsel is not reasonably objected to by the Indemnified Party and (ii) the Indemnifying Party first admits in writing its obligation hereunder to the Indemnified Party to indemnify the Indemnified Party with respect to the claim and notifies the Indemnified Party of its rights intention to indemnification hereunder unless assume such failure materially and adversely affects defense within 30 days of receipt of notice of a Third Party Claim. If the ability of the indemnifying party to defend such proceeding. 8.3.2 The indemnifying party shall have the right, at its option and at its own expense, to be represented by counsel Indemnifying Party does not timely give written notice of its choiceintention to assume control in the defense of any Third Party Claim, subject or, after giving such notice, fails to do so, the approval of Indemnifying Party shall be bound by the indemnified partyresults obtained by the Indemnified Party with respect to such claim. If the Indemnifying Party does timely give such notice, which approval shall the Indemnified Party (x) will cooperate in all reasonable respects with the Indemnifying Party in connection with such defense, (y) will not be unreasonably withheld or delayed, and to defend against, negotiate admit any liability with respect to, settle or otherwise deal with such proceedingsettle, claim compromise or demand; provided, however, that no settlement of such proceeding, claim or demand shall be made discharge any Third Party Claim without the Indemnifying Party's prior written consent and (z) will agree to any settlement, compromise or discharge of a claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of the indemnified partyliability in connection with such claim, which consent shall releases the Indemnified Party completely in connection with such claim, which does not be unreasonably withheld obligate the Indemnified Party to take or delayed, unless, pursuant forbear to take any action. If the terms and conditions Indemnifying Party assumes the defense of such settlementany claim as provided above, the indemnified party Indemnified Party shall be released from any liability or other exposure with respect entitled to such proceeding, claim or demand; and provided, further, that the indemnified party may participate in any (but not control) such proceeding defense with its own counsel of its choice and at its own expense. In An Indemnifying Party who does not assume the event, or defense of a claim will not be obligated to pay the extent, the indemnifying party elects not to, or fails to, defend fees and expenses of more than one counsel for all parties indemnified by such proceeding, claim or demand and the indemnified party defends against, settles or otherwise deals with any such proceeding, claim or demand, any settlement thereof may be made without the consent of the indemnifying party if it is given written notice of the material terms and conditions of such settlement at least ten (10) business days prior to a binding agreement Indemnifying Party with respect to such settlement being reached. Each of the parties agrees to cooperate fully with each other in connection with the defense, negotiation or settlement of any such proceeding, claim or demandclaim.

Procedure for Indemnification. 8.3.1 4.3.1 In order for a party to be entitled to seek any indemnification provided for under this Agreement (such party the event that any legal proceedings are instituted“Claiming Party”), or any in respect of a claim or demand is asserted, made by any third party which may give rise to any damageperson or entity against the Claiming Party (a “Third Party Claim”), liability, loss, or cost or expense in respect of which either party has indemnified the other party under this Section 8 above, the indemnified party shall give such Claiming Party must notify the indemnifying party written (the “Defending Party”) in writing, and in reasonable detail, of the Third Party Claim as promptly as reasonably possible after receipt by such Claiming Party of notice of the institution of such proceeding, or the assertion of such claim or demand, promptly after the indemnified party first becomes aware thereofThird Party Claim; provided, however, provided that any failure by the indemnified party to give such notice notification on such prompt a timely basis shall not affect any the indemnification provided under this Agreement except to the extent the Defending Party shall have been actually prejudiced as a result of its rights such failure. Thereafter, the Claiming Party shall deliver to indemnification hereunder unless the Defending Party, within five business days after the Claiming Party’s receipt of such failure materially notification, copies of all notices and adversely affects documents (including court papers) received by the ability of Claiming Party relating to the indemnifying party to defend such proceedingThird Party Claim. 8.3.2 The indemnifying party 4.3.2 If a Third Party Claim is made against a Claiming Party, the Defending Party shall be entitled to participate in the defense of such Third Party Claim and, if it so chooses, to assume the defense of such Third Party Claim (subject to a reservation of rights) with counsel selected by the Defending Party and reasonably satisfactory to the Claiming Party. If the Defending Party assumes such defense, the Claiming Party shall have the rightright to participate in the defense of such Third Party Claim and to employ counsel, at its option and at its own expense, to be represented separate from the counsel employed by counsel of its choicethe Defending Party, subject to the approval of the indemnified party, which approval shall not be unreasonably withheld or delayed, and to defend against, negotiate with respect to, settle or otherwise deal with such proceeding, claim or demand; providedit being understood, however, that no the Defending Party shall control such defense. The Defending Party shall be liable for the reasonable fees and expenses of counsel employed by the Claiming Party for any period during which the Defending Party has not assumed the defense of such Third Party Claim. If the Defending Party chooses to defend any Third Party Claim, then all the parties to this Agreement shall cooperate in the defense or prosecution of such Third Party Claim, including by retaining and (upon the Defending Party’s request) providing to the Defending Party all records and information which are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided under this Agreement. The Defending Party will not be liable for any settlement of any proceeding effected without its consent, but if settled with such proceedingconsent, claim or demand shall if there be made without a final judgment for the prior written consent of plaintiff, the indemnified party, which consent shall not be unreasonably withheld Defending Party will indemnify and hold harmless the Claiming Party from and against any loss or delayed, unless, pursuant liability (to the terms and conditions of such settlement, the indemnified party shall be released from any liability or other exposure with respect to such proceeding, claim or demand; and provided, further, that the indemnified party may participate in any such proceeding with counsel of its choice and at its own expense. In the event, or to the extent, the indemnifying party elects not to, or fails to, defend such proceeding, claim or demand and the indemnified party defends against, settles or otherwise deals with any such proceeding, claim or demand, any settlement thereof may be made without the consent of the indemnifying party if it is given written notice of the material terms and conditions extent stated above) by reason of such settlement at least ten (10) business days prior to a binding agreement with respect to such settlement being reached. Each of the parties agrees to cooperate fully with each other in connection with the defense, negotiation or settlement of any such proceeding, claim or demandjudgment.

Procedure for Indemnification. 8.3.1 In the event that any legal proceedings are institutedof the Purchaser Indemnified Parties or the Company Indemnified Parties intends to seek indemnification pursuant to the provisions of Sections 6.1 or 6.2 hereof (the “Indemnified Party”), or any claim or demand is asserted, by any third party which may the Indemnified Party shall promptly give rise notice hereunder to any damage, liability, loss, or cost or expense in respect of which either party has indemnified the other party under this Section 8 above, (the indemnified party shall give the indemnifying party “Indemnifying Party”) after obtaining written notice of the institution of such proceedingany claim, investigation, or the assertion service of a summons or other initial or continuing legal or administrative process or Proceeding in any action instituted against the Indemnified Party as to which recovery or other action may be sought against the Indemnified Party because of the indemnification provided for in Section 5.1 or 5.2 hereof, and, if such indemnity shall arise from the claim of a Third Party, the Indemnified Party shall permit the Indemnifying Party to assume the defense of any such claim or demand, promptly after the indemnified party first becomes aware thereofand any litigation resulting from such claim; provided, however, that the Indemnified Party shall not be required to permit such an assumption of the defense of any claim or Proceeding which, if not first paid, discharged or otherwise complied with, would result in a material interruption or disruption of the business of the Indemnified Party, or any material part thereof. Notwithstanding the foregoing, the right to indemnification hereunder shall not be affected by any failure by of the indemnified party Indemnified Party to give such notice on (or by delay by the Indemnified Party in giving such prompt basis notice) unless, and then only to the extent that, the rights and remedies of the Indemnifying Party shall not affect any have been prejudiced as a result of the failure to give, or delay in giving, such notice. Failure by the Indemnifying Party to notify the Indemnified Party of its rights election to indemnification hereunder unless defend any such failure materially and adversely affects claim or action by a Third Party within twenty (20) days after notice thereof shall have been given to the ability Indemnifying Party shall be deemed a waiver by the Indemnifying Party of the indemnifying party its right to defend such proceeding. 8.3.2 The indemnifying party claim or action. If the Indemnifying Party assumes the defense of such claim, investigation or Proceeding resulting therefrom, the obligations of the Indemnifying Party hereunder as to such claim, investigation or Proceeding shall have include taking all steps necessary in the rightdefense or settlement of such claim, at its option investigation or Proceeding and at its own expenseholding the Indemnified Party harmless from and against any and all Losses arising from, in connection with or incident to be represented any settlement approved by counsel of its choicethe Indemnifying Party or any judgment entered in connection with such claim, investigation or Proceeding (subject to the approval remaining Basket Amount, if any, and indemnification limits set forth in this Agreement), except where, and only to the extent that, the Indemnifying Party has been prejudiced by the actions or omissions of the indemnified partyIndemnified Party. The Indemnifying Party shall not, in the defense of such claim or any Proceeding resulting therefrom, consent to entry of any judgment (other than a judgment of dismissal on the merits without costs) except with the written consent of the Indemnified Party (which approval consent shall not be unreasonably withheld withheld, delayed or delayed, and to defend against, negotiate conditioned) or enter into any settlement (except with respect to, settle or otherwise deal with such proceeding, claim or demand; provided, however, that no settlement of such proceeding, claim or demand shall be made without the prior written consent of the indemnified partyIndemnified Party, which consent shall not be unreasonably withheld withheld, delayed or delayedconditioned) unless (i) there is no finding or admission of any violation of Applicable Law and no material effect on any claims that could reasonably be expected to be made against the Indemnified Party, unless(ii) the sole relief provided is monetary damages that are paid in full for Losses, pursuant and (iii) the settlement shall include the giving by the claimant or the plaintiff to the terms and conditions Indemnified Party a release from all Liability in respect to such claim or litigation. If the Indemnifying Party assumes the defense of such settlementclaim, investigation or Proceeding resulting therefrom, the indemnified party Indemnified Party shall be released entitled to participate in the defense of the claim, but solely by observation and comment to the Indemnifying Party, and the counsel selected by the Indemnified Party shall not appear on its behalf in any Proceeding arising hereunder. The Indemnified Party shall bear the fees and expenses of any additional counsel retained by it to participate in its defense unless any of the following shall apply: (i) the employment of such counsel shall have been authorized in writing by the Indemnifying Party, or (ii) the Indemnifying Party’s legal counsel shall advise the Indemnifying Party in writing, with a copy to the Indemnified Party, that there is a conflict of interest that would make it inappropriate under applicable standards of professional conduct to have common counsel. If clause (i) or (ii) in the immediately preceding sentence is applicable, then the Indemnified Party may employ separate counsel at the expense of the Indemnifying Party to represent the Indemnified Party, but in no event shall the Indemnifying Party be obligated to pay the costs and expenses of more than one such separate counsel for any one complaint, claim, action or Proceeding in any one jurisdiction. If the Indemnifying Party does not assume the defense of any such claim by a Third Party or litigation resulting therefrom after receipt of notice from the Indemnified Party, the Indemnified Party may defend against such claim or litigation in such manner as it reasonably deems appropriate, and unless the Indemnifying Party shall deposit with the Indemnified Party a sum equivalent to the total amount demanded in such claim or litigation plus the Indemnified Party’s estimate of the cost (including attorneys’ fees) of defending the same, the Indemnified Party may settle such claim or Proceeding on such terms as it may reasonably deem appropriate and the Indemnifying Party shall, subject to its defenses and the applicability of any liability remaining Basket Amount, promptly reimburse the Indemnified Party for the amount of such settlement and for all reasonable costs (including attorneys’ fees), expenses and damages incurred by the Indemnified Party in connection with the defense against or other exposure settlement of such claim, investigation or litigation, or if any such claim or litigation is not so settled, the Indemnifying Party shall, subject to its defenses and the applicability of any remaining Basket Amount provided for in Section 5.1 hereof, promptly reimburse the Indemnified Party for the amount of any final nonappealable judgment rendered with respect to any claim by a Third Party in such proceedinglitigation and for all costs (including attorneys’ fees), expenses and damage incurred by the Indemnified Party in connection with the defense against such claim or demand; and providedlitigation, furtherwhether or not resulting from, that the indemnified party may participate in any such proceeding with counsel of its choice and at its own expense. In the eventarising out of, or to the extentincurred with respect to, the indemnifying party elects not to, or fails to, defend such proceeding, claim or demand and the indemnified party defends against, settles or otherwise deals with any such proceeding, claim or demand, any settlement thereof may be made without the consent act of the indemnifying party if it is given written notice of the material terms and conditions of such settlement at least ten (10) business days prior to a binding agreement with respect to such settlement being reachedThird Party. Each party shall cooperate in good faith and in all respects with each Indemnifying Party and its representatives (including without limitation its counsel) in the investigation, negotiation, settlement, trial and/or defense of the any Proceedings (and any appeal arising therefrom) or any claim. The parties agrees to shall cooperate fully with each other in connection with the defense, negotiation or settlement any notifications to and information requests of any such proceedinginsurers. No individual representative of any Person, claim or demandtheir respective Affiliates shall be personally liable for any Loss or Losses under this Agreement, except as specifically agreed to by said individual representative.

Procedure for Indemnification. 8.3.1 In If any Person shall claim indemnification (the event that "Indemnified Party") hereunder for any legal proceedings are institutedclaim other than a third-party claim, or the Indemnified Party shall promptly give written notice to the other party from whom indemnification is sought (the "Indemnifying Party") of the nature and amount of the claim. If an Indemnified Party shall claim indemnification hereunder arising from any claim or demand is assertedof a third party, by the Indemnified Party shall promptly give written notice (a "Third-Party Notice") to the Indemnifying Party of the basis for such claim or demand, setting forth the nature of the claim or demand in detail. The Indemnifying Party shall have the right to compromise or, if appropriate, defend at its own cost and through counsel of its own choosing, any third party which may give claim or demand set forth in a Third-Party Notice giving rise to such claim for indemnification. In the event the Indemnifying Party undertakes to compromise or defend any damagesuch claim or demand, liabilityit shall promptly (and in any event, loss, or cost or expense in respect of which either party has indemnified the other party under this Section 8 above, the indemnified party shall give the indemnifying party written notice no later than fifteen (15) days after receipt of the institution Third-Party Notice) notify the Indemnified Party in writing of such proceeding, its intention to do so. The Indemnified Party shall fully cooperate with the Indemnifying Party and its counsel in the defense or the assertion compromise of such claim or demand, promptly after . After the indemnified party first becomes aware thereof; provided, however, that any failure assumption of the defense by the indemnified party to give such notice on such prompt basis Indemnifying Party, the Indemnified Party shall not affect be liable for any of its rights to indemnification hereunder unless legal or other expenses subsequently incurred by the Indemnifying Party, in connection with such failure materially and adversely affects defense, but the ability of the indemnifying party to defend Indemnified Party may participate in such proceeding. 8.3.2 The indemnifying party shall have the right, at its option and defense at its own expense, to be represented by counsel of its choice, subject to the approval of the indemnified party, which approval shall not be unreasonably withheld or delayed, and to defend against, negotiate with respect to, settle or otherwise deal with such proceeding, claim or demand; provided, however, that no . No settlement of such proceeding, a third party claim or demand defended by the Indemnifying Party shall be made without the prior written consent of the indemnified partyIndemnified Party, which such consent shall not to be unreasonably withheld or delayedwithheld. The Indemnifying Party shall not, unless, pursuant to except with the terms and conditions of such settlement, the indemnified party shall be released from any liability or other exposure with respect to such proceeding, claim or demand; and provided, further, that the indemnified party may participate in any such proceeding with counsel of its choice and at its own expense. In the event, or to the extent, the indemnifying party elects not to, or fails to, defend such proceeding, claim or demand and the indemnified party defends against, settles or otherwise deals with any such proceeding, claim or demand, any settlement thereof may be made without the written consent of the indemnifying party if it is given written notice Indemnified Party, consent to the entry of a judgment or settlement which does not include as an unconditional term thereof, the material terms and conditions giving by the claimant or plaintiff to the Indemnified Party of an unconditional release from all liability in respect of such settlement at least ten (10) business days prior to a binding agreement with respect to such settlement being reached. Each of the parties agrees to cooperate fully with each other in connection with the defense, negotiation or settlement of any such proceeding, third party claim or demand.

Procedure for Indemnification. 8.3.1 In Subject to the rights of offset in this Agreement, in the event a party intends to seek indemnification pursuant to the provisions of Section 9.1 or 9.2 hereof (the "INDEMNIFIED PARTY"), the Indemnified Party shall promptly give notice hereunder to the other party (the "INDEMNIFYING PARTY") after obtaining written notice of any claim, investigation, or the service of a summons or other initial or continuing legal or administrative process or proceeding in any action instituted against the Indemnified Party as to which recovery or other action may be sought against the Indemnifying Party because of the indemnification provided for in Section 9.1 or 9.2 hereof, and, if such indemnity shall arise from the claim of a third party, the Indemnified Party shall permit the Indemnifying Party to assume the defense of any such claim and any litigation resulting from such claim; PROVIDED, HOWEVER, that the Indemnified Party shall not be required to permit such an assumption of the defense of any legal proceedings are institutedclaim or litigation which, if not first paid, discharged or otherwise complied with, would with substantial certainty result in a material interruption or disruption of the business of the Indemnified Party, taken as a whole, or any material part thereof. Notwithstanding the foregoing, the right to indemnification hereunder shall not be affected by any failure of the Indemnified Party to give such notice (or by delay by the Indemnified Party in giving such notice) unless, and then only to the extent that, the rights and remedies of the Indemnifying Party shall have been prejudiced as a result of the failure to give, or delay in giving, such notice. Failure by the Indemnifying Party to notify the Indemnified Party of its election to defend any such claim or demand is asserted, action by any a third party which may give rise within twenty (20) days after notice thereof shall have been given to any damagethe Indemnifying Party shall be deemed a waiver by the Indemnifying Party of its right to defend such claim or action. If the Indemnifying Party assumes the defense of such claim, liability, loss, investigation or cost or expense in respect of which either party has indemnified the other party under this Section 8 aboveproceeding resulting therefrom, the indemnified party shall give the indemnifying party written notice obligations of the institution Indemnifying Party hereunder as to such claim, investigation or proceeding shall include taking all steps necessary in the defense or settlement of such claim, investigation or proceeding and holding the Indemnified Party harmless from and against any and all damages caused by or arising out of any settlement approved by the Indemnifying Party or any judgment entered in connection with such claim, investigation or proceeding, except where, and only to the extent that, the Indemnifying Party has been prejudiced by the actions or omissions of the assertion Indemnified Party. The Indemnifying Party shall not, in the defense of such claim or demandany proceeding resulting therefrom, promptly after consent to entry of any judgment (other than a judgment of dismissal on the indemnified party first becomes aware thereof; provided, however, that any failure by merits without costs) except with the indemnified party to give such notice on such prompt basis shall not affect any of its rights to indemnification hereunder unless such failure materially and adversely affects the ability of the indemnifying party to defend such proceeding. 8.3.2 The indemnifying party shall have the right, at its option and at its own expense, to be represented by counsel of its choice, subject to the approval of the indemnified party, which approval shall not be unreasonably withheld or delayed, and to defend against, negotiate with respect to, settle or otherwise deal with such proceeding, claim or demand; provided, however, that no settlement of such proceeding, claim or demand shall be made without the prior written consent of the indemnified party, Indemnified Party (which consent shall not be unreasonably withheld withheld, delayed or delayedconditioned) or enter into any settlement (except with the written consent of the Indemnified Party)(which consent shall not be unreasonably withheld, unlessdelayed or conditioned) unless (i) there is no finding or admission of any violation of law and no material effect on any claims that could reasonably be expected to be made against the Indemnified Party, pursuant (ii) the sole relief provided is monetary damages, and (iii) the settlement shall include the giving by the claimant or the plaintiff to the terms and conditions of such settlement, the indemnified party shall be released Indemnified Party a release from any all liability or other exposure with in respect to such proceeding, claim or demandlitigation. If the Indemnifying Party assumes the defense of such claim, investigation or proceeding resulting therefrom, the Indemnified Party shall be entitled to participate in the defense of the claim, but solely by observation and comment to the Indemnifying Party, and the counsel selected by the Indemnified Party shall not appear on its behalf in any proceeding arising hereunder. The Indemnified Party shall bear the fees and expenses of any additional counsel retained by it to participate in its defense unless either of the following shall apply: (i) the employment of such counsel shall have been authorized in writing by the Indemnifying Party; and providedor (ii) the Indemnifying Party's legal counsel shall advise the Indemnifying Party in writing, furtherwith a copy to the Indemnified Party, that there is a conflict of interest that would make it inappropriate under applicable standards of professional conduct to have common counsel. If clause (i) or (ii) in the indemnified party immediately preceding sentence is applicable, then the Indemnified Party may participate employ separate counsel at the expense of the Indemnifying Party to represent the Indemnified Party, but in no event shall the Indemnifying Party be obligated to pay the costs and expenses of more than one such separate counsel for any one complaint, claim, action or proceeding in any one jurisdiction. If the Indemnifying Party does not assume the defense of any such proceeding claim by a third party or litigation resulting therefrom after receipt of notice from the Indemnified Party, the Indemnified Party may defend against such claim or litigation in such manner as it reasonably deems appropriate, and unless the Indemnifying Party shall deposit with counsel of its choice and at its own expense. In the event, or Indemnified Party a sum equivalent to the extenttotal amount demanded in such claim or litigation plus the Indemnified Party's estimate of the cost (including attorneys' fees) of defending the same, the indemnifying party elects not to, or fails to, defend Indemnified Party may settle such proceeding, claim or demand proceeding on such terms as it may reasonably deem appropriate and the indemnified party defends against, settles or otherwise deals with any such proceeding, claim or demand, any settlement thereof may be made without Indemnifying Party shall promptly reimburse the consent of Indemnified Party for the indemnifying party if it is given written notice of the material terms and conditions amount of such settlement at least ten and for all costs (10) business days prior to a binding agreement with respect to such settlement being reached. Each of including attorneys' fees), expenses and damages incurred by the parties agrees to cooperate fully with each other Indemnified Party in connection with the defense, negotiation defense against or settlement of such claim, investigation or litigation, or if any such proceeding, claim or demandlitigation is not so settled, the Indemnifying Party shall promptly reimburse the Indemnified Party for the amount of any judgment rendered with respect to any claim by a third party in such litigation and for all costs (including attorneys' fees), expenses and damage incurred by the Indemnified Party in connection with the defense against such claim or litigation, whether or not resulting from, arising out of, or incurred with respect to, the act of a third party. Each party shall cooperate in good faith and in all respects with each Indemnifying Party and its representatives (including without limitation its counsel) in the investigation, negotiation, settlement, trial and/or defense of any proceedings (and any appeal arising therefrom) or any claim. The parties shall cooperate with the other in any notifications to and information requests of any insurers.

Procedure for Indemnification. 8.3.1 In the event that any legal proceedings are instituted, or party to this Agreement shall incur any claim or demand is asserted, by any third party which may give rise to any damage, liability, loss, or cost or expense Damages in respect of which either indemnify may be sought by such party has indemnified the other party under pursuant to this Section 8 above12 or any other provision of this Agreement, the party indemnified hereunder (the "Indemnitee") shall notify the party providing indemnification (the "Indemnitor") promptly. In the case of third party claims, such notice shall give the indemnifying party written notice in any event be given within 10 days of the institution filing or assertion of any claim against the Indemnitee stating the nature and basis of such proceeding, or the assertion of such claim or demand, promptly after the indemnified party first becomes aware thereofclaim; provided, however, that any delay or failure by the indemnified party to give such notice on such prompt basis notify any Indemnitor of any claim shall not affect relieve it from any liability except to the extent that the Indemnitor demonstrates that the defense of such action has been materially prejudiced by such delay or failure to notify. In the case of third party claims, the Indemnitor shall, within 10 days of receipt of notice of such claim, notify the AGREEMENT AND PLAN OF MERGER - 21 Indemnitee of its rights intention to indemnification hereunder unless assume the defense of such failure materially and adversely affects claim. If the ability Indemnitor assumes the defense of the indemnifying party to defend such proceeding. 8.3.2 The indemnifying party claim, the Indemnitor shall have the rightright and obligation (a) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the Indemnitee, at its option (b) to take all other required steps or proceedings to settle or defend any such claims, and at its own expense, (c) to be represented by employ counsel of its choice, subject to contest any such claim or liability in the approval name of the indemnified party, which approval Indemnitee or otherwise. If the Indemnitor shall not be unreasonably withheld assume the defense of any such claim or delayedlitigation resulting therefrom, the Indemnitee may defend against any such claim or litigation in such manner as it may deem appropriate and the Indemnitee may settle such claim or litigation on such terms as it may deem appropriate, and assert against the Indemnitor any rights or claims to defend against, negotiate with respect to, settle or otherwise deal with such proceeding, claim or demand; provided, however, that no settlement which the Indemnitee is entitled. Payment of such proceeding, claim or demand Damages shall be made without within 10 days of a final determination of a claim. A final determination of a disputed claim shall be (a) a judgment of any court determining the prior validity of disputed claim, if no appeal is pending from such judgment or if the time to appeal therefrom has elapsed, (b) an award of any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award or if the time within to move to set such award aside has elapsed, (c) a written consent termination of the indemnified party, which consent shall not be unreasonably withheld or delayed, unless, pursuant to the terms and conditions of such settlement, the indemnified party shall be released from any liability or other exposure dispute with respect to such proceeding, claim or demand; and provided, further, that the indemnified party may participate in any such proceeding with counsel of its choice and at its own expense. In the event, or to the extent, the indemnifying party elects not to, or fails to, defend such proceeding, claim or demand and the indemnified party defends against, settles or otherwise deals with any such proceeding, claim or demand, any settlement thereof may be made without the consent of the indemnifying party if it is given written notice of the material terms and conditions of such settlement at least ten (10) business days prior to a binding agreement with respect to such settlement being reached. Each signed by all of the parties agrees thereto or their attorneys, (d) a written acknowledgment of the Indemnitor that it no longer disputes the validity of such claim, or (e) such other evidence of final determination of a disputed claim as shall be acceptable to cooperate fully with each other in connection with the defense, negotiation or settlement of any such proceeding, claim or demandparties.

Procedure for Indemnification. 8.3.1 In the event that any legal proceedings are instituted, or any claim or demand is asserted, by any third party which may give rise to any damage, liability, loss, or cost or expense in respect of which either any party has indemnified indemnified, or is obligated to indemnify, the other party under this Section 8 10.1 above, the indemnified party Indemnified Party shall give the indemnifying party Indemnifying Party written notice of the institution of such proceedingproceedings, or the assertion of such claim or demand, promptly after the indemnified party Indemnified Party first becomes be comes aware thereof; provided, however, that any failure by the indemnified party Indemnified Party to give such notice on such prompt basis shall not affect any of its rights to indemnification hereunder unless such failure materially and adversely affects the ability of the indemnifying party Indemnifying Party to defend such proceeding. 8.3.2 . The indemnifying party Indemnifying Party shall have the right, at its option and at its own expense, to be represented by utilize counsel of its choicechoice in connection with such proceeding, claim or demand, subject to the approval of the indemnified partyIndemnified Party, which approval shall not be unreasonably withheld or delayed, and to defend against, negotiate with respect to, settle or otherwise deal with such proceeding, claim or demand; provided, however, that no settlement of such proceeding, claim or demand shall be made without the prior written consent of the indemnified partyIndemnified Party, which consent shall not be unreasonably withheld or delayed, unless, pursuant to the terms and conditions of such settlement, the indemnified party Indemnified Party shall be released from any liability or other exposure with respect to such proceeding, claim or demand; and provided, further, that the indemnified party Indemnified Party may participate in any such proceeding with counsel of its choice and at its own expense. In the event, or to the extent, the indemnifying party Indemnifying Party elects not to, or fails to, defend such proceeding, claim or demand and the indemnified party Indemnified Party defends against, settles or otherwise deals with any such proceeding, claim or demand, any settlement thereof may be made without the consent of the indemnifying party Indemnifying Party if it is given written notice of the material terms and conditions of such settlement at least ten (10) business days prior to a binding agreement with respect to such settlement being reached. Each of the parties agrees to cooperate fully with each other in connection with the defense, negotiation or settlement of any such proceeding, claim or demand.

Procedure for Indemnification. 8.3.1 In Each party indemnified under paragraph (a) or (b) of this SECTION 1.5 (the event that any legal proceedings are instituted"Indemnified Party") shall, or promptly after receipt of notice of any claim or demand is asserted, by the commencement of any third party which may give rise to any damage, liability, loss, or cost or expense action against such Indemnified Party in respect of which either indemnity may be sought, notify the party has indemnified required to provide indemnification (the other party under this Section 8 above, the indemnified party shall give the indemnifying party written notice "Indemnifying Party") in writing of the institution of such proceeding, claim or the assertion commencement thereof; provided that the failure of the Indemnified Party to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability which it may have to an Indemnified Party on account of the indemnity agreement contained in paragraph (a) or (b) of this SECTION 1.5, unless the Indemnifying Party was materially prejudiced by such failure, and in no event shall relieve the Indemnifying Party from any other liability which it may have to such Indemnified Party. If any such claim or demandaction shall be brought against an Indemnified Party, promptly after it shall notify the indemnified party first becomes aware thereof; providedIndemnifying Party thereof and the Indemnifying Party shall be entitled to participate therein, howeverand, to the extent that it wishes, jointly with any failure other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. If any Indemnified Party employs such separate counsel it will not enter into any settlement agreement, which is not approved by the indemnified party to give Indemnifying Party, such notice on such prompt basis shall approval not affect any of its rights to indemnification hereunder unless such failure materially and adversely affects the ability of the indemnifying party to defend such proceeding. 8.3.2 The indemnifying party shall have the right, at its option and at its own expense, to be represented by counsel unreasonably withheld. If the Indemnifying Party so assumes the defense thereof, it may not agree to any settlement of its choice, subject to the approval of the indemnified party, which approval shall not be unreasonably withheld or delayed, and to defend against, negotiate with respect to, settle or otherwise deal with any such proceeding, claim or demand; providedaction as the result of which any remedy or relief, however, that no settlement of such proceeding, claim or demand other than monetary damages for which the Indemnifying Party shall be made responsible hereunder, shall be applied to or against the Indemnified Party, without the prior written consent of the indemnified partyIndemnified Party, which consent shall not be unreasonably withheld or delayed, unless, pursuant withheld. In any action hereunder as to which the Indemnifying Party has assumed the defense thereof with counsel reasonably satisfactory to the terms and conditions of such settlementIndemnified Party, the indemnified party Indemnified Party shall continue to be released from any liability or other exposure with respect entitled to such proceeding, claim or demand; and provided, further, that the indemnified party may participate in any such proceeding the defense thereof, with counsel of its choice and at its own expensechoice. In the event, or to the extentsuch case, the indemnifying party elects not to, or fails to, defend such proceeding, claim or demand and Indemnifying Party shall continue to be obligated hereunder to reimburse the indemnified party defends against, settles or otherwise deals with any such proceeding, claim or demand, any settlement thereof may be made without Indemnified Party for the consent of the indemnifying party if it is given written notice of the material terms and conditions of such settlement at least ten (10) business days prior to a binding agreement with respect to such settlement being reached. Each of the parties agrees to cooperate fully with each other in connection with the defense, negotiation or settlement of any such proceeding, claim or demandcosts thereof.

Procedure for Indemnification. 8.3.1 In (a) Any Buyer Indemnified Party or Seller Indemnified Party seeking indemnification under Section 8.2 (an “Indemnified Party”) shall, in the event that any legal proceedings are instituted, or any claim or demand is asserted, by any third party which may give rise to any damage, liability, loss, or cost or expense in respect case of which either party has indemnified the other party under this Section 8 above, the indemnified party shall give the indemnifying party written notice of the institution of such proceeding, or the assertion of such claim or demanda Buyer Indemnified Party, promptly after notify in writing the indemnified party first becomes aware thereof; providedStockholder Representative and, howeverin the case of a Seller Indemnified Party, that promptly notify in writing the Buyer (any failure by the indemnified party to give such notice on such prompt basis shall not affect any notice, a “Notice of its rights to indemnification hereunder unless such failure materially and adversely affects the ability of the indemnifying party to defend such proceeding. 8.3.2 The indemnifying party shall have the right, at its option and at its own expense, to be represented by counsel of its choice, subject to the approval of the indemnified party, which approval shall not be unreasonably withheld or delayed, and to defend against, negotiate with respect to, settle or otherwise deal with such proceeding, claim or demandClaim”); provided, however, that no settlement delay on the part of any Indemnified Party in providing such notice shall adversely affect the rights of the Indemnified Party under Section 8.2. The Notice of Claim shall set forth in reasonable detail (i) the date and nature and basis of such proceedingclaim and (ii) a good faith estimate of the amount of such claim. The Indemnified Party shall provide any information reasonably requested by the Stockholder Representative or the Buyer, as the case may be, in relation to such claim. (b) If a claim for indemnification is with respect to a Proceeding by a third-party against an Indemnified Party, the Stockholder Representative, in the case of a claim by a Buyer Indemnified Party and Buyer, in the case of a claim by a Seller Indemnified Party (the Stockholder Representative or demand Buyer, as applicable, the “Indemnifying Party”), shall be made entitled (but not obligated) to defend the Indemnified Party against such Proceeding with counsel selected by the Indemnifying Party (subject to the reasonable approval of the Indemnified Party) at the Indemnifying Party’s sole cost and expense; provided however that prior to assuming such control of the Proceeding, the Indemnifying Party acknowledges in writing that it is obligated to indemnify the Indemnified Party with respect to such Proceeding to the extent provided for in, and subject to the limitations of, this Article VIII. The Indemnifying Party shall not consent to the entry of any judgment or enter into any settlement with respect to such Proceeding without the prior written consent of the indemnified party, which consent shall Indemnified Party (not to be unreasonably withheld withheld, conditioned or delayed), unless, pursuant to unless the terms and conditions judgment or proposed settlement (i) involves only the payment of money damages against which the Indemnified Party is indemnified in full by release of Indemnity Escrow Funds at the time of such settlement, (ii) releases the indemnified party Indemnified Party and its Affiliates from all liability or obligation in connection with such Proceeding, (iii) does not impose an injunction or other equitable relief upon the Indemnified Party or its Affiliates and (iv) does not involve a finding or admission of any violation of applicable Law or other wrongdoing by the Indemnified Party or its Affiliates. If the Indemnifying Party elects to assume the defense of such a Proceeding, the Indemnified Party shall, at the Indemnifying Party’s sole cost and expense, cooperate in all reasonable respects with the Indemnifying Party and its attorneys in such defense. In any such Proceeding, the Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be released from any liability or other exposure with respect to such proceeding, claim or demand; and provided, further, that the indemnified party may participate in any such proceeding with counsel of its choice and at its own expense. In expense unless representation of both the event, or to the extent, the indemnifying party elects not to, or fails to, defend such proceeding, claim or demand Indemnified Party and the indemnified party defends againstIndemnifying Party by the same counsel would represent a conflict of interest for such counsel under applicable standards of professional conduct for attorneys, settles or otherwise deals with any in which case the Indemnifying Party will pay (including through release of Indemnity Escrow Funds to make such proceeding, claim or demand, any settlement thereof may be made without payments) the consent of the indemnifying party if it is given written notice of the material terms reasonable fees and conditions expenses of such settlement at least ten (10counsel. This Section 8.3(b) business days prior shall not apply to a binding agreement with respect to such settlement being reached. Each of the parties agrees to cooperate fully with each other in connection with the defenseany Tax Claim, negotiation or settlement of any such proceeding, claim or demandwhich shall be governed by Section 5.13.

Procedure for Indemnification. 8.3.1 In the event that any legal proceedings are instituted, or any (a) Any party entitled to make a claim or demand is asserted, by any third party which may give rise to any damage, liability, loss, or cost or expense in respect of which either party has indemnified the other party under this Section 8 above, the indemnified party for indemnification hereunder shall give promptly notify the indemnifying party written notice of the institution of such proceeding, or the assertion claim in writing upon learning of such claim or demandthe facts constituting such claim, promptly after describing the indemnified claim in reasonable detail, the amount thereof (if known), and the basis therefor. The indemnifying party first becomes aware thereof; provided, however, will be relieved of its indemnification obligations hereunder to the extent that any failure it is prejudiced by the indemnified party party’s failure to give such notice on prompt notice. The party from whom indemnification is sought shall respond to each such prompt basis claim within thirty (30) days of receipt of such notice. No action shall not affect any be taken pursuant to the provisions of its this Agreement or otherwise by the party seeking indemnification (unless reasonably necessary to protect the rights to of the party seeking indemnification) until the expiration of the 30-day response period. (b) If a claim for indemnification hereunder unless such failure materially and adversely affects is based on a claim by a third party, the ability of the indemnifying party to defend such proceeding. 8.3.2 The indemnifying party shall have the rightright to assume the entire control of the defense thereof, at its option and including at its own expense, employment of counsel reasonably satisfactory to be represented by counsel of its choice, subject to the approval of the indemnified party, which approval shall not be unreasonably withheld or delayed, and to defend against, negotiate with respect to, settle or otherwise deal with such proceeding, claim or demand; provided, however, that no settlement of such proceeding, claim or demand shall be made without the prior written consent of the indemnified party, which consent shall not be unreasonably withheld or delayed, unless, pursuant to the terms and conditions of such settlement, by notifying the indemnified party shall be released from any liability or other exposure with respect to within twenty (20) days after receipt of the applicable claim notice that it is assuming control of the defense of such proceeding, claim or demandclaim; and provided, further, provided that the indemnified party may also participate in any such proceeding with counsel of its choice and at its own expense. In the event; provided further, or to the extent, that the indemnifying party elects shall not to, or fails to, defend such proceeding, be entitled to assume the entire control of the defense of a claim or demand and in which (i) both the indemnified party defends againstand the indemnifying party are named as parties and either the indemnified party or the indemnifying party reasonably determines with the advice of counsel that there are one or more material legal defenses reasonably likely to be available to it that are different from or in addition to those available to the other party, settles or otherwise deals that a conflict of interest between such parties is reasonably likely to exist with respect to such claim, (ii) such claim seeks an order, injunction or other equitable relief against any Indemnified Party or its Affiliates that is likely to have a material continuing effect on the assets, properties or business of the Company or the Interests or (iii) in the event the indemnified party is a Buyer Indemnified Party if (x) the amount of Losses the Buyer Indemnified Parties reasonably expect to incur in connection with such claim minus the portion of the Escrow Fund then remaining that is not subject to outstanding claims, exceeds (y) the portion of the Escrow Fund then remaining that is not subject to outstanding claims. If the indemnifying party so assumes the defense, it shall not have the right to settle or resolve any such proceedingclaim by a third party unless (i)(A) the indemnifying party pays or agrees to pay or cause to be paid all amounts arising out of such settlement or compromise, claim subject to the terms of this Agreement, (B) such settlement or demandcompromise would not encumber any of the material assets of any indemnified party or, in the event the indemnified party is a Buyer Indemnified Party, any material assets of the Company, or impose any restriction or condition that would apply to or materially adversely affect any indemnified party or the conduct of any indemnified party’s business, (C) the indemnifying party obtains, as a condition of such settlement thereof may or compromise, a complete release of any indemnified party that could reasonably be made without affected by such claim by a third party, and (D) such settlement or compromise does not involve any admission of liability or wrongdoing by any indemnified party or any of its Affiliates, or (ii) such settlement or resolution receives the prior written approval of the Buyer, in the event the indemnified party is a Buyer Indemnified Party, or the Seller Members’ Agent, in the event the indemnified party is a Seller Indemnified Party. Notwithstanding the foregoing, the indemnified party shall have the right to pay, settle or compromise any claim if it shall have sought the consent of the indemnifying party if it is given written notice of the material terms and conditions of such settlement at least ten (10) business days prior to a binding agreement with respect to such payment, settlement being reached. Each of the parties agrees to cooperate fully with each other in connection with the defenseor compromise and such consent was unreasonably withheld, negotiation conditioned or settlement of any such proceeding, claim or demanddelayed.

Procedure for Indemnification. 8.3.1 In (a) Each Indemnified Party under this Section 8 shall, promptly after the event that receipt of notice of the commencement of any legal proceedings are instituted, or any claim or demand is asserted, by any third party which may give rise to any damage, liability, loss, or cost or expense Claim against such Indemnified Party in respect of which either party has indemnified indemnity may be sought from an Indemnifying Party under this Section 8, notify such Indemnifying Party in writing of the other party commencement thereof. The omission of any Indemnified Party to so notify such Indemnifying Party of any such action shall not relieve such Indemnifying Party from any liability which it may have to such Indemnified Party under this Section 8 aboveunless, and only to the indemnified party extent that, such omission results in such Indemnifying Party’s loss of substantive or practical rights or defenses. In case any such Claim shall give the indemnifying party written notice be brought against any Indemnified Party, and it shall notify such Indemnifying Party of the institution of commencement thereof, such proceedingIndemnifying Party shall be entitled to assume the defense thereof at its own expense, or the assertion of with counsel satisfactory to such claim or demand, promptly after the indemnified party first becomes aware thereofIndemnified Party in its reasonable judgment; provided, however, that any failure by the indemnified party to give such notice on such prompt basis shall not affect any of its rights to indemnification hereunder unless such failure materially and adversely affects the ability of the indemnifying party to defend such proceeding. 8.3.2 The indemnifying party shall have the rightIndemnified Party may, at its option and at its own expense, retain separate counsel to be represented by participate in such defense at its own expense. (b) Notwithstanding the foregoing, in any Claim in which both the Indemnifying Party, on the one hand, and an Indemnified Party, on the other hand, are, or are reasonably likely to become, a party, such Indemnified Party shall have the right to employ separate counsel and to control its own defense of its choicesuch Claim if, subject in the reasonable opinion of counsel to such Indemnified Party, either (x) one or more defenses are available to the approval of Indemnified Party that are not available to the indemnified partyIndemnifying Party or (y) a conflict or potential conflict exists between the Indemnifying Party, which approval shall not be unreasonably withheld or delayedon the one hand, and to defend againstsuch Indemnified Party, negotiate with respect toon the other hand, settle or otherwise deal with that would make such proceeding, claim or demandseparate representation advisable; provided, however, that no settlement the Indemnifying Party shall not be liable for the fees and expenses of such proceedingmore than one counsel to all Indemnified Parties. (c) The Indemnifying Party agrees that it will not, claim or demand shall be made without the prior written consent of the indemnified partyIndemnified Party, which settle, compromise or consent shall not be unreasonably withheld or delayed, unless, pursuant to the terms and conditions entry of any judgment in any pending or threatened Claim relating to the matters contemplated hereby unless such settlement, the indemnified party shall be released compromise or consent includes an unconditional release of each Indemnified Party from any all liability arising or other exposure with respect that may arise out of such Claim. (d) The Parties agree to such proceeding, claim or demand; and provided, further, that the indemnified party may participate in any such proceeding with counsel of its choice and at its own expense. In the event, or treat indemnification payments under Section 8 as adjustments to the extent, the indemnifying party elects not to, or fails to, defend such proceeding, claim or demand and the indemnified party defends against, settles or otherwise deals with any such proceeding, claim or demand, any settlement thereof may be made without the consent of the indemnifying party if it is given written notice of the material terms and conditions of such settlement at least ten (10) business days prior to a binding agreement with respect to such settlement being reached. Each of the parties agrees to cooperate fully with each other in connection with the defense, negotiation or settlement of any such proceeding, claim or demandPurchase Price for tax purposes.

Procedure for Indemnification. 8.3.1 All claims for indemnification under this Article V shall be asserted and resolved as follows: (a) In the event that any legal proceedings are institutedclaim or demand, or any claim other circumstance or demand is asserted, by any third party state of facts which may could give rise to any damageclaim or demand, liability, loss, for which an Indemnifying Party may be liable to an Indemnified Party hereunder is asserted against or cost or expense in respect of which either sought to be collected by a third party has indemnified the other party under this Section 8 above(an "Asserted Liability"), the indemnified party Indemnified Party shall give promptly notify the indemnifying party written notice Indemnifying Party in writing of such Asserted Liability, specifying the nature of such Asserted Liability and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the institution of such proceeding, or the assertion final amount of such claim or demand, promptly after ) (the indemnified party first becomes aware thereof"Claim Notice"); provided, however, provided that no delay on the part of the Indemnified Party in giving any failure by such Claim Notice shall relieve the indemnified party to give such notice on such prompt basis shall not affect Indemnifying Party of any of its rights to indemnification obligation hereunder unless (and then solely to the extent that) the Indemnifying Party is materially prejudiced by such failure materially and adversely affects delay. The Indemnifying Party shall have twenty (20) days (or less if the ability nature of the indemnifying party Asserted Liability requires) from its receipt of the Claim Notice (the "Notice Period") to defend such proceeding. 8.3.2 The indemnifying party shall have notify the rightIndemnified Party whether or not the Indemnifying Party desires, at its option the Indemnifying Party's sole cost and at its own expense, to be represented expense and by counsel of its choiceown choosing, subject which shall be reasonably satisfactory to the approval of the indemnified partyIndemnified Party, which approval shall not be unreasonably withheld or delayed, and to defend against, negotiate with respect to, settle or otherwise deal with against such proceeding, claim or demandAsserted Liability; provided, however, that no settlement of such proceeding, claim or demand shall be made without the prior written consent of the indemnified party, which consent shall not be unreasonably withheld or delayed, unless, pursuant to the terms and conditions of such settlement, the indemnified party shall be released from any liability or other exposure with respect to such proceeding, claim or demand; and provided, further, that the indemnified party may participate in any such proceeding with counsel of its choice and at its own expense. In the event, or to the extent, the indemnifying party elects not to, or fails to, defend such proceeding, claim or demand and the indemnified party defends against, settles or otherwise deals with any such proceeding, claim or demand, any settlement thereof may be made without the consent of the indemnifying party if it is given written notice of the material terms and conditions of such settlement at least ten (10) business days prior to a binding agreement with respect to such settlement being reached. Each of the parties agrees to cooperate fully with each other in connection with the defense, negotiation or settlement of any such proceeding, claim or demand.

Procedure for Indemnification. 8.3.1 In (a) Each Party (the event that any legal proceedings are instituted, or "Indemnified Party") shall give prompt written notice to the other Party (the "Indemnifying Party") of any claim or demand is asserted, by any third party event known to it which does or may give rise to a claim by the Notifying Party based on the indemnification provisions of this Agreement, stating the nature and basis and said claim or events and the amounts thereof, to the extent known. Such notice shall be a condition precedent to any damageindemnification obligation of the Notified Party. Notwithstanding the foregoing, liability, loss, or cost or expense in respect of which either party has indemnified the other party under failure to give reasonably prompt written notice pursuant to this Section 8 above11.6 shall not defeat a claim made pursuant the indemnification provisions of this Agreement, except to the extent that the Notified Party can establish that it has been harmed by such delay. (b) In the event of any claim, action, suit or proceeding made or brought against an Indemnified Party, the indemnified party Indemnified Party shall give the indemnifying party Indemnifying Party written notice of such claim, action, suit or proceeding as described in Section 11.6(a), with a copy of the institution claim, process and legal pleadings with respect thereto. After notification, the Indemnifying Party may participate in and assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party at the time of such assumption. If the Indemnifying Party assumes the defense of the claim, action, suit or proceeding, or the assertion Indemnified Party shall nonetheless have the right to employ its own counsel and such counsel may participate in such action, but the fees and expenses of such claim or demandcounsel shall be at the expense of the Indemnified Party, promptly after when and as incurred, unless (a) the indemnified party first becomes aware thereof; provided, however, that any failure employment of counsel by the indemnified party to give such notice on such prompt basis Indemnified Party has been authorized by the Indemnifying Party, or (b) the Indemnifying Party shall not affect any in fact have employed counsel to assume the defense of its rights such claim, action, suit or proceeding reasonably satisfactory to indemnification hereunder unless such failure materially and adversely affects the ability Indemnified Party. If clause (b) of the indemnifying party to defend such proceeding. 8.3.2 The indemnifying party preceding sentence applies, then counsel for the Indemnified Party shall have the rightright to direct the defense of such claim, action, suit or proceeding on behalf of the Indemnified Party. The Parties shall keep each other fully informed of such claim, action, suit or proceeding at its option and at all stages thereof whether or not both Parties are represented by its own expense, to be represented by counsel of its choice, subject to the approval of the indemnified party, which approval shall not be unreasonably withheld or delayed, and to defend against, negotiate with respect to, settle or otherwise deal with such proceeding, claim or demand; provided, however, that no settlement of such proceeding, claim or demand shall be made without the prior written consent of the indemnified party, which consent shall not be unreasonably withheld or delayed, unless, pursuant to the terms and conditions of such settlement, the indemnified party shall be released from any liability or other exposure with respect to such proceeding, claim or demand; and provided, further, that the indemnified party may participate in any such proceeding with counsel of its choice and at its own expense. In the event, or to the extent, the indemnifying party elects not to, or fails to, defend such proceeding, claim or demand and the indemnified party defends against, settles or otherwise deals with any such proceeding, claim or demand, any settlement thereof may be made without the consent of the indemnifying party if it is given written notice of the material terms and conditions of such settlement at least ten (10) business days prior to a binding agreement with respect to such settlement being reached. Each of the parties agrees to cooperate fully with each other in connection with the defense, negotiation or settlement of any such proceeding, claim or demandcounsel.

Procedure for Indemnification. 8.3.1 In the event that any legal proceedings are instituted, or any claim or demand is asserted, by any third (i) The party which may is entitled to be indemnified hereunder (the "INDEMNIFIED PARTY") shall promptly give rise notice hereunder to any damage, liability, loss, or cost or expense in respect of which either the party has indemnified required to indemnify (the other party under this Section 8 above, the indemnified party shall give the indemnifying party "INDEMNIFYING PARTY") after obtaining written notice of any Action or Proceeding as to which recovery may be sought against the institution Indemnifying Party because of the indemnity in SECTION 7.3 and SECTION 7.4 hereof and, if such proceedingindemnity shall arise from the claim of a third party, or shall permit the assertion Indemnifying Party to assume the defense of any such claim or demandAction. Notwithstanding the foregoing, promptly after the indemnified party first becomes aware thereof; provided, however, that right to indemnification hereunder shall not be affected by any failure by the indemnified party of an Indemnified Party to give such notice, or delay by an Indemnified Party in giving such notice on unless, and then only to the extent that, the rights and remedies of the Indemnifying Party shall have been prejudiced as a result of the failure to give, or delay in giving, such prompt basis shall not affect any notice. Failure by an Indemnifying Party to notify an Indemnified Party of its rights election to indemnification hereunder unless defend any such failure materially and adversely affects Action by a third party within thirty (30) days after notice thereof shall have been given to the ability Indemnifying Party shall be deemed a waiver by the Indemnifying Party of the indemnifying party its right to defend such proceedingAction. 8.3.2 The indemnifying party shall have (ii) If the rightIndemnifying Party assumes the defense of such Action, at its option and at its own expense, to be represented by counsel of its choice, subject to the approval obligations of the indemnified party, which approval Indemnifying Party hereunder as to such Action shall not be unreasonably withheld include taking all steps necessary in the defense or delayed, and to defend against, negotiate with respect to, settle or otherwise deal with such proceeding, claim or demand; provided, however, that no settlement of such proceedingAction and holding the Indemnified Party harmless from and against any and all damages caused by or arising out of any settlement approved by the Indemnifying Party or any judgment in connection with such Action. The Indemnifying Party shall not, claim or demand shall be made in the defense of such Action, consent to entry of any judgment (other than a judgment of dismissal on the merits without costs) except with the prior written consent of the indemnified partyIndemnified Party, or enter into any settlement (except with the written consent of the Indemnified Party) which consent shall does not be unreasonably withheld include as an unconditional term thereof the giving by the claimant or delayed, unless, pursuant the plaintiff to the terms and conditions Indemnified Party a release from all liability in respect of such settlementAction and which does not have an adverse affect on the assets, business or otherwise, or operations of the Indemnified Party. Anything in this SECTION 7.5 to the contrary notwithstanding, the indemnified party shall be released from any liability or other exposure with respect to such proceedingIndemnified Party may, claim or demand; and provided, further, that the indemnified party may participate in any such proceeding with counsel of its choice and at its own expense. In , participate in the event, or to the extent, the indemnifying party elects not to, or fails to, defend such proceeding, claim or demand and the indemnified party defends against, settles or otherwise deals with any such proceeding, claim or demand, any settlement thereof may be made without the consent of the indemnifying party if it is given written notice of the material terms and conditions of such settlement at least ten (10) business days prior to a binding agreement with respect to such settlement being reached. Each of the parties agrees to cooperate fully with each other in connection with the defense, negotiation or settlement defense of any such proceedingAction. In all cases, claim the Indemnified Party shall cooperate with the Indemnifying Party in the defense of any Action, including by making employees, information, and documentation reasonably available at reasonable times. (iii) If the Indemnifying Party does not assume the defense of any such Action after receipt of notice from such Indemnified Party, the Indemnified Party may defend against such Action in such manner as it deems appropriate and, unless the Indemnifying Party shall deposit with the Indemnified Party a sum equivalent to the total amount demanded in such Action plus the Indemnified Party's estimate of the costs of defending the same, the Indemnified Party may settle such Action on such terms as it may reasonably deem appropriate. (iv) The Indemnifying Party shall promptly reimburse the Indemnified Party for the amount of all Actual Losses of the Indemnified Party, whether or demandnot resulting from, arising out of, or incurred with respect to, the act of a third party. If the Indemnifying Party is the Company, the Actual Losses of Crystalix shall be satisfied solely by a release of shares of Issued Stock from the Indemnity Escrow Account to Crystalix, with each share of Issued Stock in the Indemnity Escrow Account to be valued at a per share price equal to the average closing price of publicly traded shares over the 90-day period preceding the date of valuation, for purposes of reimbursing Crystalix for any Actual Losses (the "TOTAL INDEMNITY AMOUNT"); The Company shall not be liable for any amount which exceeds the TOTAL INDEMNITY AMOUNT; PROVIDED HOWEVER that in the event the Actual Losses are caused by fraud of the Company and the shares of Issued Stock in the Indemnity Escrow Account are insufficient to reimburse Crystalix in full for such Actual Losses, the Company shall promptly deliver a cash payment to Crystalix in the amount of Actual Losses for which Crystalix was not reimbursed through the release of shares of Issued Stock in the Indemnity Escrow Account.

Procedure for Indemnification. 8.3.1 In The respective indemnification obligations of the event that any legal proceedings are instituted, or any claim or demand is asserted, by any third party which may give rise to any damage, liability, loss, or cost or expense in respect of which either party has indemnified ALG Parties on the one hand and the Inspira Parties on the other pursuant to Section 8.2 shall be conditioned upon compliance by the ALG Parties on the one hand and Inspira and the Company on the other with the following procedures for Claims: (a) The party seeking indemnification under this Section 8 above, 8.2 (the indemnified party shall "Aggrieved Party") agrees to give notice in writing to the indemnifying party written notice party(ies) from whom indemnity is sought (the "Indemnifying Party") of the institution of such proceeding, or the assertion of such claim any Claim or demandthe commencement of any suit, promptly after action or proceeding in respect thereof for which indemnity may be sought under Section 8.2. The Indemnifying Party may participate in and control the indemnified defense of any third-party first becomes aware thereof; providedsuit, however, that any failure by the indemnified party to give such notice on such prompt basis shall not affect any of its rights to indemnification hereunder unless such failure materially and adversely affects the ability of the indemnifying party to defend such proceeding. 8.3.2 The indemnifying party shall have the right, at its option and action or proceeding at its own expense, provided that the Indemnifying Party agrees in writing to be represented by counsel of its choice, subject to responsible for the approval full amount of the indemnified partyAggrieved Party's Damages attributable to such suit, which approval action or proceeding. Except as otherwise provided in Section 8.3(b), the Aggrieved Party shall not be unreasonably withheld or delayed, and to defend against, negotiate with settle any Claim in respect to, settle or otherwise deal with such proceeding, claim or demand; provided, however, that no settlement of such proceeding, claim or demand shall be made without the prior written consent of the indemnified party, which consent shall not be unreasonably withheld or delayed, unless, pursuant to the terms and conditions of such settlement, the indemnified party shall be released from any liability or other exposure with respect to such proceeding, claim or demand; and provided, further, that the indemnified party may participate in any such proceeding with counsel of its choice and at its own expense. In the event, or to the extent, the indemnifying party elects not to, or fails to, defend such proceeding, claim or demand and the indemnified party defends against, settles or otherwise deals with any such proceeding, claim or demand, any settlement thereof indemnity may be made sought hereunder without the consent of the indemnifying party if Indemnifying Party. (b) If the Indemnifying Party assumes the defense of any such Claim or action or proceeding in respect thereof: (i) it is given written notice shall take all steps necessary in the defense or settlement thereof and shall hold the Aggrieved Party harmless from and against any and all Damages caused by or arising out of any settlement approved by the material terms Indemnifying Party or any judgment rendered in connection with such Claim, action or proceeding; and conditions of such settlement at least ten (10ii) business days prior to a binding agreement with respect to such settlement being reached. Each of the parties Aggrieved Party agrees to cooperate fully with each other and make available to the Indemnifying Party all books and records and such officers, employees and agents as are reasonably necessary and useful in connection with the defense. The Indemnifying Party shall not, negotiation in the defense of such claim, action or proceeding, consent to the entry of any judgment or enter into any settlement, except, in either event, with the prior consent of the Aggrieved Party unless the judgment or settlement: (w) does not provide for any remedy against the Aggrieved Party other than the payment of money; (x) the Indemnifying Party promptly pays all amounts required thereunder; (y) includes as an unconditional term thereof the giving by the claimant or the plaintiff to the Aggrieved Party of a release from all Liability in respect of such claim or litigation; and (z) such judgment or settlement could not be the basis of any claim or action by any third party (whether governmental or otherwise). If the Indemnifying Party assumes the defense of any such Claim or action or proceeding in respect thereof, the Aggrieved Party will have the right to participate in such litigation and to retain its own counsel at such Aggrieved Party's own expense. (c) If the Indemnifying Party does not assume the defense of any such Claim, action or proceeding, claim the Indemnifying Party agrees to: (i) cooperate and make available to the Aggrieved Party (A) all such books and records that are in the possession or demandcontrol of the Indemnifying Party and (B) such officers, employees and agents of the Indemnifying Party that are reasonably necessary and useful in connection with the defense; and (ii) promptly grant consent to any reasonable settlement.

Procedure for Indemnification. 8.3.1 In the event (i) If any party notifies any Indemnified Party with respect to a Third Party Claim that any legal proceedings are instituted, or any claim or demand is asserted, by any third party which may give rise to any damage, liability, loss, or cost or expense in respect of which either party has indemnified a claim for indemnification against the other party Borrower under this Section 8 above14, then the indemnified party Indemnified Party shall give promptly notify the indemnifying party written notice of the institution of such proceeding, or the assertion of such claim or demand, promptly after the indemnified party first becomes aware thereof; provided, however, that any failure by the indemnified party to give such notice on such prompt basis shall not affect any of its rights to indemnification hereunder unless such failure materially and adversely affects the ability of the indemnifying party to defend such proceeding. 8.3.2 The indemnifying party shall have the right, at its option and at its own expense, to be represented by counsel of its choice, subject to the approval of the indemnified party, which approval shall not be unreasonably withheld or delayed, and to defend against, negotiate with respect to, settle or otherwise deal with such proceeding, claim or demandBorrower thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the Borrower shall relieve the Indemnifying Party from any obligation hereunder unless the Borrower is thereby prejudiced. (ii) Borrower will have the right to assume the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at any time within 15 days after the Indemnified Party has given notice to Borrower of the Third Party Claim; provided that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim. (iii) So long as the Borrower has assumed and is conducting the defense of the Third Party Claim, the Borrower will not consent to the entry of any judgment or enter into any settlement of such proceeding, claim or demand shall be made with respect to the Third Party Claim without the prior written consent of the indemnified party, which consent shall Indemnified Party (not to be unreasonably withheld or delayed) unless the judgment or proposed settlement involves only the payment of money damages by the Borrower and does not impose an injunction or equitable relief upon the Indemnified Party. (iv) In the event Borrower does not assume and conduct the defense of the Third Party Claim (A) the Indemnified Party may defend against, unless, pursuant and consent to the terms and conditions entry of such settlementany judgment on or enter into any settlement with respect to, the indemnified party shall be released from any liability or other exposure with respect to such proceeding, claim or demand; and provided, further, that the indemnified party may participate Third Party Claim in any such proceeding manner he, she or it may reasonably deem appropriate (and the Indemnified Party need not consult with counsel of its choice or obtain any consent from Borrower in connection therewith) and at its own expense. In (B) Borrower will remain responsible for any Damages the eventIndemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or to caused by the extent, Third Party Claim. (v) It is not the indemnifying party elects not to, or fails to, defend such proceeding, claim or demand and intent of the indemnified party defends against, settles or otherwise deals with any such proceeding, claim or demand, any settlement thereof Parties hereto that this Section 14 may be made without the consent used to excuse any breach of any of the indemnifying party if it is given written notice of Loan Documents by the material terms and conditions of such settlement at least ten (10) business days prior to a binding agreement with respect to such settlement being reached. Each of the parties agrees to cooperate fully with each other in connection with the defense, negotiation or settlement of any such proceeding, claim or demandBank.

Procedure for Indemnification. 8.3.1 In the event that any legal proceedings are instituted, Promptly upon an indemnified party ----------------------------- under Section 6.2 or any 6.3 becoming aware of a claim or demand is asserted, by any third party which it may give rise to any damage, liability, loss, or cost or expense in respect of which either party has indemnified the other have against an indemnifying party under this Section 8 abovesuch Section, the such indemnified party shall will if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party, but the failure so to notify the indemnifying party written 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 it shall have been materially prejudiced by the indemnifying party's failure to give such notice. The parties shall cooperate in resolving questions as to Damages payable under Section 6.2 or 6.3 and determining the amount of any Damages payable. If the parties shall not be able, for a period of 30 days, to concur and agree upon the amount of Damages payable under said Section, as applicable, either party may, upon the expiration of such number of days, submit such difference to a court of competent jurisdiction in the United States of America for final determination. The final determination of such court with respect to any difference so submitted, after all appeals have been taken or the time to appeal shall have expired (the "Final Determination"), shall be conclusive and binding upon the parties. Promptly after the exact amount and nature of any Damages under Section 6.2 or 6.3 payable has been determined or agreed upon by the parties or fixed by a Final Determination, the indemnifying party shall pay such Damages to the indemnified party. Such Damages shall be deemed to be due and payable by the indemnifying party as of a date no later than the date when notice of the institution of such proceeding, or the assertion of such claim or demand, promptly after the indemnified party therefor was first becomes aware thereof; provided, however, that any failure by the indemnified party given to give such notice on such prompt basis shall not affect any of its rights to indemnification hereunder unless such failure materially and adversely affects the ability of the indemnifying party to defend such proceeding. 8.3.2 The indemnifying party shall have the right, at its option and at its own expense, to be represented by counsel of its choice, subject to the approval on behalf of the indemnified party, which approval shall not be unreasonably withheld or delayed, and to defend against, negotiate with respect to, settle or otherwise deal with such proceeding, claim or demand; provided, however, that no settlement of such proceeding, claim or demand shall be made without the prior written consent of the indemnified party, which consent shall not be unreasonably withheld or delayed, unless, pursuant to the terms and conditions of such settlement, the indemnified party shall be released from any liability or other exposure with respect to such proceeding, claim or demand; and provided, further, that the indemnified party may participate in any such proceeding with counsel of its choice and at its own expense. In the event, or to the extent, the indemnifying party elects not to, or fails to, defend such proceeding, claim or demand and the indemnified party defends against, settles or otherwise deals with any such proceeding, claim or demand, any settlement thereof may be made without the consent of the indemnifying party if it is given written notice of the material terms and conditions of such settlement at least ten (10) business days prior to a binding agreement with respect to such settlement being reached. Each of the parties agrees to cooperate fully with each other in connection with the defense, negotiation or settlement of any such proceeding, claim or demand.

Procedure for Indemnification. 8.3.1 In the event any of the Purchaser Indemnified Parties or the Company Indemnified Parties intends to seek indemnification pursuant to the provisions of Sections 9.1 or 9.2 hereof (the "INDEMNIFIED PARTY"), the Indemnified Party shall promptly give notice hereunder to the other party (the "INDEMNIFYING PARTY") after obtaining written notice of any claim, investigation, or the service of a summons or other initial or continuing legal or administrative process or Proceeding in any action instituted against the Indemnified Party as to which recovery or other action may be sought against the Indemnified Party because of the indemnification provided for in Section 9.1 or 9.2 hereof, and, if such indemnity shall arise from the claim of a Third Party, the Indemnified Party shall permit the Indemnifying Party to assume the defense of any such claim and any litigation resulting from such claim; PROVIDED, HOWEVER, that the Indemnified Party shall not be required to permit such an assumption of the defense of any legal proceedings are institutedclaim or Proceeding which, if not first paid, discharged or otherwise complied with, would result in a material interruption or disruption of the business of the Indemnified Party, or any material part thereof. Notwithstanding the foregoing, the right to indemnification hereunder shall not be affected by any failure of the Indemnified Party to give such notice (or by delay by the Indemnified Party in giving such notice) unless, and then only to the extent that, the rights and remedies of the Indemnifying Party shall have been prejudiced as a result of the failure to give, or delay in giving, such notice. Failure by the Indemnifying Party to notify the Indemnified Party of its election to defend any such claim or demand is assertedaction by a Third Party within twenty (20) days after notice thereof shall have been given to the Indemnifying Party shall be deemed a waiver by the Indemnifying Party of its right to defend such claim or action. If the Indemnifying Party assumes the defense of such claim, by investigation or Proceeding resulting therefrom, the obligations of the Indemnifying Party hereunder as to such claim, investigation or Proceeding shall include taking all steps necessary in the defense or settlement of such claim, investigation or Proceeding and holding the Indemnified Party harmless from and against any third party which may give rise and all Losses arising from, in connection with or incident to any damagesettlement approved by the Indemnifying Party or any judgment entered in connection with such claim, liabilityinvestigation or Proceeding (subject to the remaining Basket Amount, lossif any, or cost or expense and indemnification limits set forth in respect of which either party has indemnified this Agreement), except where, and only to the other party under this Section 8 aboveextent that, the indemnified party shall give Indemnifying Party has been prejudiced by the indemnifying party written notice actions or omissions of the institution of such proceedingIndemnified Party. The Indemnifying Party shall not, or in the assertion defense of such claim or demandany Proceeding resulting therefrom, promptly after consent to entry of any judgment (other than a judgment of dismissal on the indemnified party first becomes aware thereof; provided, however, that any failure by merits without costs) except with the indemnified party to give such notice on such prompt basis shall not affect any of its rights to indemnification hereunder unless such failure materially and adversely affects the ability written consent of the indemnifying party to defend such proceeding. 8.3.2 The indemnifying party shall have the right, at its option and at its own expense, to be represented by counsel of its choice, subject to the approval of the indemnified party, Indemnified Party (which approval consent shall not be unreasonably withheld withheld, delayed or delayed, and to defend against, negotiate conditioned) or enter into any settlement (except with respect to, settle or otherwise deal with such proceeding, claim or demand; provided, however, that no settlement of such proceeding, claim or demand shall be made without the prior written consent of the indemnified partyIndemnified Party, which consent shall not be unreasonably withheld withheld, delayed or delayedconditioned) unless (i) there is no finding or admission of any violation of Applicable Law and no material effect on any claims that could reasonably be expected to be made against the Indemnified Party, unless, pursuant (ii) the sole relief provided is monetary damages that are paid in full for Losses (subject to the terms remaining Basket Amount (which will be paid by the Purchaser), if any, but which payment does not exceed the indemnification limits set forth in this Agreement), and conditions (iii) the settlement shall include the giving by the claimant or the plaintiff to the Indemnified Party a release from all Liability in respect to such claim or litigation. If the Indemnifying Party assumes the defense of such settlementclaim, investigation or Proceeding resulting therefrom, the indemnified party Indemnified Party shall be released entitled to participate in the defense of the claim, but solely by observation and comment to the Indemnifying Party, and the counsel selected by the Indemnified Party shall not appear on its behalf in any Proceeding arising hereunder. The Indemnified Party shall bear the fees and expenses of any additional counsel retained by it to participate in its defense unless any of the following shall apply: (i) the employment of such counsel shall have been authorized in writing by the Indemnifying Party, or (ii) the Indemnifying Party's legal counsel shall advise the Indemnifying Party in writing, with a copy to the Indemnified Party, that there is a conflict of interest that would make it inappropriate under applicable standards of professional conduct to have common counsel. If clause (i) or (ii) in the immediately preceding sentence is applicable, then the Indemnified Party may employ separate counsel at the expense of the Indemnifying Party to represent the Indemnified Party, but in no event shall the Indemnifying Party be obligated to pay the costs and expenses of more than one such separate counsel for any one complaint, claim, action or Proceeding in any one jurisdiction. If the Indemnifying Party does not assume the defense of any such claim by a Third Party or litigation resulting therefrom after receipt of notice from the Indemnified Party, the Indemnified Party may defend against such claim or litigation in such manner as it reasonably deems appropriate, and unless the Indemnifying Party shall deposit with the Indemnified Party a sum equivalent to the total amount demanded in such claim or litigation plus the Indemnified Party's estimate of the cost (including attorneys' fees) of defending the same, the Indemnified Party may settle such claim or Proceeding on such terms as it may reasonably deem appropriate and the Indemnifying Party shall, subject to its defenses and the applicability of any liability remaining threshold loss amount provided for in Section 9.1 hereof, promptly reimburse the Indemnified Party for the amount of such settlement and for all reasonable costs (including attorneys' fees), expenses and damages incurred by the Indemnified Party in connection with the defense against or other exposure settlement of such claim, investigation or litigation, or if any such claim or litigation is not so settled, the Indemnifying Party shall, subject to its defenses and the applicability of any remaining Basket Amount provided for in Section 9.1 hereof, promptly reimburse the Indemnified Party for the amount of any final non-appealable judgment rendered with respect to any claim by a Third Party in such proceedinglitigation and for all costs (including attorneys' fees), expenses and damage incurred by the Indemnified Party in connection with the defense against such claim or demand; and providedlitigation, furtherwhether or not resulting from, that the indemnified party may participate in any such proceeding with counsel of its choice and at its own expense. In the eventarising out of, or to the extentincurred with respect to, the indemnifying party elects not to, or fails to, defend such proceeding, claim or demand and the indemnified party defends against, settles or otherwise deals with any such proceeding, claim or demand, any settlement thereof may be made without the consent act of the indemnifying party if it is given written notice of the material terms and conditions of such settlement at least ten (10) business days prior to a binding agreement with respect to such settlement being reachedThird Party. Each party shall cooperate in good faith and in all respects with each Indemnifying Party and its representatives (including without limitation its counsel) in the investigation, negotiation, settlement, trial and/or defense of the any Proceedings (and any appeal arising therefrom) or any claim. The parties agrees to shall cooperate fully with each other in connection with the defense, negotiation or settlement any notifications to and information requests of any such proceedinginsurers. No individual representative of any Person, claim or demandtheir respective Affiliates shall be personally liable for any Loss or Losses under this Agreement, except as specifically agreed to by said individual representative.

Procedure for Indemnification. 8.3.1 In (a) An Indemnified Party shall give written notice (the “Claim Notice”) of any Indemnification Claim (i) in the case of an Indemnification Claim against Buyer, to Buyer and (ii) in the case of an Indemnification Claim against Sellers, to the Sellers Representative, reasonably promptly, but in any event that (A) prior to expiration of the Survival Period and (B) if such Indemnification Claim relates to the assertion against an Indemnified Party of any legal proceedings are instituted, or any claim or demand is asserted, Claim by any a third party which may give rise to any damage(a “Third Party Claim”), liability, loss, or cost or expense in respect within fifteen (15) days after receipt by the Indemnified Party of which either party has indemnified the other party under this Section 8 above, the indemnified party shall give the indemnifying party written notice of the institution of a legal process relating to such proceeding, or the assertion of such claim or demand, promptly after the indemnified party first becomes aware thereofThird Party Claim; provided, however, that the failure or delay to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any failure obligation or liability that the Indemnifying Party may have to the Indemnified Party, unless, and then only to the extent that, the Indemnifying Party demonstrates that the Indemnifying Party’s ability to defend or resolve such Indemnification Claim is adversely affected thereby. Any such Claim Notice shall describe in reasonable detail the facts and circumstances on which the asserted Indemnification Claim is based and specify the amount of such Indemnification Claim if then ascertainable. (b) If the Indemnifying Party admits in writing given to the Indemnified Party after receipt by the indemnified party Indemnifying Party of a Claim Notice that Losses identified in such Claim Notice constitute indemnifiable claims, the Indemnified Party shall, subject to give such notice on such prompt basis shall not affect any the other terms of its rights to indemnification hereunder unless such failure materially and adversely affects this Section 9, be paid the ability amount of the indemnifying party Losses related to defend such proceedingIndemnification Claim or the uncontested portion thereof. All other Indemnification Claims shall be resolved by Buyer and the Sellers Representative in accordance with either (A) a mutual agreement among Buyer and the Sellers Representative, which shall be memorialized in writing, or (B) the final decision of a court or other trier of fact. 8.3.2 The indemnifying party (i) Subject to Sections 9.5(d) and (e), the Indemnifying Party shall have the right, upon written notice given to the Indemnified Party within thirty (30) days after receipt of a Claim Notice relating to a Third Party Claim, to assume the defense or handling of such Third Party Claim at its option and at its own the Indemnifying Party’s sole expense, in which case the provisions of Section 9.5(c)(ii) shall govern. (ii) Under the circumstances specified in Section 9.5(c)(i), the Indemnifying Party shall select counsel to be represented by counsel conduct the defense or handling of its choice, subject such Third Party Claim reasonably satisfactory to the approval Indemnified Party. The Indemnifying Party shall not, without the prior written consent of the indemnified partyIndemnified Party, agree to a settlement of, or consent to the entry of any judgment with respect to, any Third Party Claim, which approval shall consent will not be unreasonably withheld or delayed, unless the sole relief provided that is binding on the Indemnified Party is monetary damages that are paid in full by the Indemnifying Party, and the terms of the settlement or judgment are confidential pursuant to defend against, negotiate a confidentiality agreement that is reasonably acceptable to the Indemnified Party. The Indemnified Party shall cooperate with respect to, settle the Indemnifying Party and shall be entitled to participate in but not control the defense or otherwise deal with such proceeding, claim or demand; provided, however, that no settlement handling of such proceedingThird Party Claim with its own counsel and at its own expense. The Indemnified Party shall not, claim or demand shall be made without the prior written consent of the indemnified party, Indemnifying Party (which consent shall not be unreasonably withheld or delayed, unless, pursuant to the terms and conditions of such settlement, the indemnified party shall be released from any liability or other exposure with respect to such proceeding, claim or demand; and provided, further, that the indemnified party may participate in any such proceeding with counsel of its choice and at its own expense. In the event, or to the extent, the indemnifying party elects not to, or fails to, defend such proceeding, claim or demand and the indemnified party defends against, settles or otherwise deals with any such proceeding, claim or demand, any settlement thereof may be made without granted or denied in the consent of the indemnifying party if it is given written notice of the material terms and conditions of such settlement at least ten (10) business days prior Indemnifying Parties’ sole discretion), agree to a binding agreement with respect to such settlement being reached. Each of the parties agrees to cooperate fully with each other in connection with the defense, negotiation or settlement of any Third Party Claim that is being defended and handled by the Indemnifying Party pursuant to this Section 9.5(c)(ii). (d) (i) If (A) the Indemnifying Party does not give written notice to the Indemnified Party within thirty (30) days after receipt of the Claim Notice from the Indemnified Party of a Third Party Claim that the Indemnifying Party has elected to assume the defense or handling of such proceedingThird Party Claim, claim (B) at any time the Indemnifying Party shall fail to carry out such defense or demandhandling diligently after written notice to such effect that is not cured as soon as practicable thereafter, or (C) the Indemnified Party has reasonably determined, upon written advice of counsel, that having common counsel with the Indemnifying Party would present such counsel with a conflict of interest, then the provisions of Section 9.5(d)(ii) shall govern.

Procedure for Indemnification. 8.3.1 In the event that ‌ The following provisions shall apply to any legal proceedings are instituted, or any claim or demand is asserted, by any Claims for which an Indemnifying Party may be obligated to indemnify an Indemnified Party pursuant to this Agreement: (a) upon receipt from a third party which may give rise to any damage, liability, loss, by the Indemnified Party of notice of a Claim or cost or expense the Indemnified Party becoming aware of a Claim in respect of which either party has indemnified the other party under this Section 8 aboveIndemnified Party proposes to demand indemnification from the Indemnifying Party, the indemnified party Indemnified Party shall give notice to that effect to the indemnifying party written notice of the institution of such proceedingIndemnifying Party with reasonable promptness, or the assertion of such claim or demand, promptly after the indemnified party first becomes aware thereof; provided, however, provided that any failure by the indemnified party to give such notice on such prompt basis shall not affect relieve the Indemnifying Party from any liability it may have to the Indemnified Party except to the extent that the Indemnifying Party is prejudiced thereby; (b) in the case of its rights to indemnification hereunder unless such failure materially and adversely affects Claims arising from third parties, the ability of the indemnifying party to defend such proceeding. 8.3.2 The indemnifying party Indemnifying Party shall have the right, at its option and at its own expense, to be represented right by counsel of its choice, subject notice to the approval Indemnified Party not later than 30 days after receipt of the indemnified partynotice described in Section 10.3(a) to assume the control of the defense, which approval shall not be unreasonably withheld compromise or delayed, and to defend against, negotiate with respect to, settle or otherwise deal with such proceeding, claim or demand; provided, however, that no settlement of the Claims, provided that such proceedingassumption shall, claim or demand shall by its terms, be made without the prior written consent of the indemnified party, which consent shall not be unreasonably withheld or delayed, unless, pursuant costs to the terms Indemnified Party and conditions the Indemnifying Party shall at the Indemnified Party's request furnish it with reasonable security against any costs or other liabilities to which it may be or become exposed by reason of such defense, compromise or settlement; (c) upon the assumption of control by the Indemnifying Party as aforesaid, the indemnified party Indemnifying Party shall be released from any liability or other exposure with respect to such proceeding, claim or demand; and provided, further, that the indemnified party may participate in any such proceeding with counsel of its choice and at its own expense. In the event, or to the extent, the indemnifying party elects not to, or fails to, defend such proceeding, claim or demand and the indemnified party defends against, settles or otherwise deals with any such proceeding, claim or demand, any settlement thereof may be made without the consent of the indemnifying party if it is given written notice of the material terms and conditions of such settlement at least ten (10) business days prior to a binding agreement with respect to such settlement being reached. Each of the parties agrees to cooperate fully with each other in connection diligently proceed with the defense, negotiation compromise or settlement of the Claims at its sole expense, including employment of counsel reasonably satisfactory to the Indemnified Party and, in connection therewith, the Indemnified Party shall co-operate fully, but at the expense of the Indemnifying Party, to make available to the Indemnifying Party all pertinent information and witnesses under the Indemnified Party's control, make such assignments and take such other steps as in the opinion of counsel for the Indemnifying Party are necessary to enable the Indemnifying Party to conduct such defense; provided always that the Indemnified Party shall be entitled to reasonable security from the Indemnifying Party for any expense, costs or other liabilities to which it may be or may become exposed by reason of such co-operation; (d) the final determination of any such proceedingClaims arising from third parties, claim including all related costs and expenses, will be binding and conclusive upon the Parties as to the validity or demandinvalidity, as the case may be, of such Claims against the Indemnifying Party hereunder; and (e) should the Indemnifying Party fail to give notice to the Indemnified Party as provided in Section 10.3(b), the Indemnified Party shall be entitled to make such settlement of the Claims as in its sole discretion may appear reasonably advisable, and such settlement or any other final determination of the Claims shall be binding upon the Indemnifying Party.

Procedure for Indemnification. 8.3.1 In the event that any legal proceedings are instituted, or any Any party making a claim or demand is asserted, by any third party which may give rise to any damage, liability, loss, or cost or expense in respect of which either party has indemnified the other party under this Section 8 above, the indemnified party for indemnification hereunder shall give notify the indemnifying party written notice of the institution claim in writing, describing in reasonable detail (to the extent reasonably practicable) the claim, the amount thereof, and the basis therefor. The party from whom indemnification is sought shall respond to each such claim within 30 days of receipt of such proceedingnotice. No action shall be taken pursuant to the provisions of this Agreement or otherwise by the party seeking indemnification until the later of (a) the expiration of the 30-day response period (unless reasonably necessary to protect the rights of the party seeking indemnification), or (b) 30 days following the assertion termination of the 30-day response period if a response received within such 30-day period by the party seeking indemnification requested an opportunity to cure the matter giving rise to indemnification (and, in such event, the amount of such claim or demandfor indemnification shall be reduced to the extent so cured within such 30-day cure period). If such demand is based on a claim by a third party, promptly after the indemnified party first becomes aware thereof; provided, however, that any failure by the indemnified party to give such notice on such prompt basis shall not affect any of its rights to indemnification hereunder unless such failure materially and adversely affects the ability of the indemnifying party to defend such proceeding. 8.3.2 The indemnifying party shall have the rightright to assume the entire control of the defense thereof, at its option and including at its own expense, employment of counsel reasonably satisfactory to the indemnified party, and, in connection therewith, the party claiming indemnification shall reasonably cooperate, at the expense of the indemnifying party, to make available to the defending party all pertinent information under its control and shall not thereafter be represented indemnified for the cost of any counsel retained by counsel it in connection with such claim. In the event that the indemnifying party assumes the entire control of its choicethe defense of such claim, then the indemnifying party shall diligently maintain such defense and shall have the right to settle or resolve any such claim by a third party, provided that (i) any such settlement or resolution includes an unconditional release of the indemnified party from liability and (ii) any settlement or resolution contemplated by the Sellers, as the indemnifying party, that involves any action by the Buyer or the Company (other than the payment of money which is paid by the Sellers, subject to the limits contained in Section 10.02 hereof) shall not be concluded without the prior written approval of the indemnified partyBuyer, which approval shall not be unreasonably withheld or delayed, and to defend against, negotiate with respect to, settle or otherwise deal with such proceeding, claim or demand; provided, however, that no settlement of such proceeding, claim or demand shall be made without the prior written consent of the indemnified party, which consent shall not be unreasonably withheld or delayed, unless, pursuant to the terms and conditions of such settlement, the indemnified party shall be released from any liability or other exposure with respect to such proceeding, claim or demand; and provided, further, that the indemnified party may participate in any such proceeding with counsel of its choice and at its own expense. In the event, or to the extent, the indemnifying party elects not to, or fails to, defend such proceeding, claim or demand and the indemnified party defends against, settles or otherwise deals with any such proceeding, claim or demand, any settlement thereof may be made without the consent of the indemnifying party if it is given written notice of the material terms and conditions of such settlement at least ten (10) business days prior to a binding agreement with respect to such settlement being reached. Each of the parties agrees to cooperate fully with each other in connection with the defense, negotiation or settlement of any such proceeding, claim or demandwithheld.

Procedure for Indemnification. 8.3.1 In (a) Any Buyer Indemnified Party or Seller Indemnified Party seeking indemnification under Section 8.2 (an “Indemnified Party”) shall, in the event that any legal proceedings are instituted, or any claim or demand is asserted, by any third party which may give rise to any damage, liability, loss, or cost or expense in respect case of which either party has indemnified the other party under this Section 8 above, the indemnified party shall give the indemnifying party written notice of the institution of such proceeding, or the assertion of such claim or demanda Buyer Indemnified Party, promptly after notify in writing the indemnified party first becomes aware thereofHolder Representative and, in the case of a Seller Indemnified Party, promptly notify in writing Buyer (any such notice, a “Notice of Claim”); provided, however, that any failure by the indemnified party to give such notice on such prompt basis shall not affect any of its rights to indemnification hereunder unless such failure materially and adversely affects the ability of the indemnifying party to defend such proceeding. 8.3.2 The indemnifying party shall have the right, at its option and at its own expense, to be represented by counsel of its choicethat, subject to Section 8.1(a), no delay on the part of any Indemnified Party in providing such notice shall adversely affect the rights of the Indemnified Party under Section 8.2. The Notice of Claim shall set forth in reasonable detail (i) the date and nature and basis of such claim and (ii) a good faith estimate of the amount of such claim. The Indemnified Party shall provide any information reasonably requested by the Holder Representative or Buyer, as the case may be, in relation to such claim. (b) If a claim for indemnification is with respect to a Proceeding by a third-party against an Indemnified Party, the Holder Representative, in the case of a claim by a Buyer Indemnified Party and Buyer, in the case of a claim by a Seller Indemnified Party (the Holder Representative or Buyer, as applicable, the “Indemnifying Party”), shall be entitled (but not obligated), by written notice to the Indemnified Party within ninety (90) days of the receipt of the Notice of Claim, to defend the Indemnified Party against such Proceeding with counsel selected by the Indemnifying Party (subject to the reasonable approval of the indemnified partyIndemnified Party) at the Indemnifying Party’s sole cost and expense; provided however that prior to assuming such control of the Proceeding, which approval the Indemnifying Party acknowledges in writing that it is obligated to indemnify the Indemnified Party with respect to such Proceeding to the extent provided for in, and subject to the limitations of, this Article VIII. The Indemnifying Party shall not be unreasonably withheld consent to the entry of any judgment or delayed, and to defend against, negotiate enter into any settlement with respect to, settle or otherwise deal with to such proceeding, claim or demand; provided, however, that no settlement of such proceeding, claim or demand shall be made Proceeding without the prior written consent of the indemnified party, which consent shall Indemnified Party (not to be unreasonably withheld withheld, conditioned or delayed), unless, unless the judgment or proposed settlement (i) involves only the payment of money damages against which the Indemnified Party is indemnified in full pursuant to this Article VIII at the terms and conditions time of such settlement, (ii) releases the indemnified party Indemnified Party and its Affiliates from all liability or obligation in connection with such Proceeding, (iii) does not impose an injunction or other equitable relief upon the Indemnified Party or its Affiliates and (iv) does not involve a finding or admission of any violation of applicable Law by the Indemnified Party or its Affiliates. If the Indemnifying Party elects to assume the defense of such a Proceeding, the Indemnified Party shall, at the Indemnifying Party’s sole cost and expense, cooperate in all reasonable respects with the Indemnifying Party and its attorneys in such defense. The Indemnifying Party may not assume control of, or continue to control, the defense of any such Proceeding (x) involving alleged criminal liabilities of the Indemnified Party or any of its Affiliates or (y) seeking the imposition of any equitable remedy excepting injunctive relief that is de minimis and ancillary to a damages claim that would be binding upon the Indemnified Party or any of its Affiliates. In any such Proceeding, the Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be released from any liability or other exposure with respect to such proceeding, claim or demand; and provided, further, that the indemnified party may participate in any such proceeding with counsel of its choice and at its own expense. In expense unless representation of both the event, or to the extent, the indemnifying party elects not to, or fails to, defend such proceeding, claim or demand Indemnified Party and the indemnified party defends againstIndemnifying Party by the same counsel would represent a conflict of interest for such counsel under applicable standards of professional conduct for attorneys or the Indemnified Party has been advised by its counsel that there are one or more legal defenses available to it that are different from or additional to those available to any Indemnifying Party, settles or otherwise deals with any such proceeding, claim or demand, any settlement thereof may be made without in which case the consent of Indemnifying Party will pay the indemnifying party if it is given written notice of the material terms reasonable fees and conditions expenses of such settlement at least ten (10counsel. This Section 8.3(b) business days prior shall not apply to a binding agreement with respect to such settlement being reached. Each of the parties agrees to cooperate fully with each other in connection with the defenseany Tax Claim, negotiation or settlement of any such proceeding, claim or demandwhich shall be governed by Section 5.11.

Procedure for Indemnification. 8.3.1 In the event that any legal proceedings are institutedof a claim with respect to which a party is entitled to indemnification hereunder, or any claim or demand is asserted, by any third such party which may give rise to any damage, liability, loss, or cost or expense in respect of which either party has indemnified ("Indemnified Party") shall notify the other party under this Section 8 above("Indemnifying Party") in writing as soon as practicable, but in no event later than 15 days after receipt of such claim; provided that a delay in giving such notice shall not preclude the Indemnified Party from seeking indemnification hereunder if such delay has not materially prejudiced the Indemnifying Party's ability to defend such claim. The Indemnifying Party shall promptly defend such claim (by counsel of its own choosing and reasonably satisfactory to the Indemnified Party) and the Indemnified Party shall reasonably cooperate with the Indemnifying Party in the defense of such claim, including the settlement of the matter on the basis stipulated by the Indemnifying Party (with the Indemnifying Party being responsible for all costs and expenses of such settlement and the reasonable out-of-pocket expenses incurred by the Indemnified Party in cooperating with the Indemnifying Party), subject to the limitations on settlement described in subparagraphs (a) and (b) below. If a conflict of interest exists vis-a-vis the interests of the Indemnifying Party and the Indemnified Party, the indemnified party Indemnified Party shall give (i) be entitled to defend the indemnifying party written claim, suit, or action or proceeding at the expense of, for the account of and at the risk of the Indemnifying Party; (ii) engage counsel of its own choosing reasonably acceptable to the Indemnifying Party, and at the expense of, for the account of and at the risk of the Indemnifying Party; and (if the actions specified in clauses (i) and (ii) above are taken, then (iii) take reasonable steps to monitor and control the fees and costs of counsel so chosen; and (iv) keep the Indemnifying Party reasonably informed of the status of such defense, including without limitation any settlement proposals by the claimant. If the Indemnifying Party, within a reasonable time after notice of a claim, fails to defend the institution of such proceedingIndemnified Party, the Indemnified Party shall be entitled to undertake the defense, compromise or the assertion settlement of such claim at the expense of, for the account and at the risk of Indemnifying Party. Upon the assumption by the Indemnifying Party of the defense of such claim, the Indemnifying Party may settle or demand, promptly after the indemnified party first becomes aware thereofcompromise such claim as it sees fit; provided, however, that any failure by the indemnified party to give such notice on such prompt basis shall not affect any of its rights to indemnification hereunder unless such failure materially and adversely affects the ability of the indemnifying party to defend such proceeding. 8.3.2 The indemnifying party shall have the right, at its option and at its own expense, to be represented by counsel of its choice, subject anything in this Section 14.3 to the approval of the indemnified party, which approval shall not be unreasonably withheld or delayed, and to defend against, negotiate with respect to, settle or otherwise deal with such proceeding, claim or demand; provided, however, that no settlement of such proceeding, claim or demand shall be made without the prior written consent of the indemnified party, which consent shall not be unreasonably withheld or delayed, unless, pursuant to the terms and conditions of such settlement, the indemnified party shall be released from any liability or other exposure with respect to such proceeding, claim or demand; and provided, further, that the indemnified party may participate in any such proceeding with counsel of its choice and at its own expense. In the event, or to the extent, the indemnifying party elects not to, or fails to, defend such proceeding, claim or demand and the indemnified party defends against, settles or otherwise deals with any such proceeding, claim or demand, any settlement thereof may be made without the consent of the indemnifying party if it is given written notice of the material terms and conditions of such settlement at least ten (10) business days prior to a binding agreement with respect to such settlement being reached. Each of the parties agrees to cooperate fully with each other in connection with the defense, negotiation or settlement of any such proceeding, claim or demand.contrary notwithstanding:

Procedure for Indemnification. 8.3.1 In the event that any legal proceedings are instituted, or The procedure to be followed in connection with any claim for indemnification by Buyer Indemnified Person under Section 8.02 or demand by the Sellers under Section 8.03 (an “Indemnity Claim”) is assertedset forth below: (a) A Person that may be entitled to indemnification pursuant to Section 8.02 or Section 8.03 (the “Indemnified Party”) shall promptly give written notice (a “Notice of Claim”) to the party liable for such indemnification (the “Indemnifying Party”). A Notice of Claim shall set forth (A) a description, by in reasonable detail, of the facts and circumstances with respect to the subject matter of such Indemnity Claim or potential Indemnity Claim, and (B) the anticipated total amount of the Indemnity Claim (including any third party costs or expenses which have been or may be reasonably incurred in connection therewith). The Indemnified Party’s failure to give rise prompt notice shall not constitute a defense (in whole or in part) to any damage, liability, loss, or cost or expense in respect of which either party has indemnified the other party under this Section 8 above, the indemnified party shall give the indemnifying party written notice of the institution of such proceeding, or the assertion of such claim or demand, promptly after the indemnified party first becomes aware thereof; provided, however, that any failure Indemnity Claim by the indemnified party Indemnified Party against the Indemnifying Party, except and only to give such notice on such prompt basis shall not affect any of its rights to indemnification hereunder unless the extent that such failure materially and shall have caused or increased such liability or adversely affects affected the ability of the indemnifying Indemnifying Party to defend against or reduce its liability. (b) If the Indemnifying Party shall reject any Damages as to which a Notice of Claim is sent by the Indemnified Party, the Indemnifying Party shall give written notice of such rejection to the Indemnified Party within thirty (30) days after the date of receipt of the Notice of Claim. If no rejection is provided by the Indemnifying Party within such thirty (30) day period, the Indemnifying Party shall pay to the Indemnified Party within thirty (30) days the Damages set forth in such Notice of Claim. (c) If any Indemnified Party receives notice of the assertion or commencement of any action made or brought by any Person who is not a party to defend this Agreement or an Affiliate of a party to this Agreement or a representative of the foregoing (a “Third Party Claim”) against the Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice, but in any event not later than thirty (30) days after receipt of the notice of the Third Party Claim. The failure to give prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, unless the Indemnifying Party was prejudiced thereby, and then only to the extent of such proceeding. 8.3.2 prejudice. The indemnifying party notice by the Indemnified Party shall describe the Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall forthwith have the right, at its option and to assume the Good Faith Defense (as defined below) of such Third Party Claim at its own expense, provided, that the Indemnified Party may retain its own counsel at the Indemnified Party’s expense. The Indemnified Party may elect at any time to be represented by counsel assume the defense of its choice, subject the Third Party Claim upon written notice to the approval Indemnifying Party, which assumption shall be at the expense of the indemnified partyIndemnified Party unless the Indemnifying Party has not assumed the Good Faith Defense, and the Indemnified Party may settle or compromise such defense with the consent of the Indemnifying Party which approval consent shall not be unreasonably withheld or delayed. By virtue of the Indemnifying Party’s assumption of the Good Faith Defense of a Third Party Claim, the parties shall be deemed to have agreed as follows: (x) all claims made pursuant to such Third Party Claim are completely within the scope of and subject to defend against, negotiate with respect to, settle indemnification and will be the sole and exclusive liability and responsibility of the Indemnifying Party subject to the limits and terms of this ARTICLE VIII; (y) no compromise or otherwise deal with such proceeding, claim or demand; provided, however, that no settlement of such proceeding, claim claims or demand shall action may be made effected by the Indemnifying Party without the prior written Indemnified Party’s consent which consent shall not be unreasonably withheld or delayed; and (z) the Indemnified Party will have no liability or adverse consequence with respect to any compromise or settlement of such claims or action effected without the indemnified partyIndemnified Party’s consent which consent shall not be unreasonably withheld or delayed. For purposes hereof, “Good Faith Defense” means legal defense conducted by reputable counsel of good standing, which consent shall not be unreasonably withheld or delayed. If a Good Faith Defense is not commenced within thirty business days following receipt of notice of the Third Party Claim from the Indemnified Party (or such shorter period, unlessif any, pursuant during which a defense must be commenced in order for the defendant to the terms and conditions of such settlementpreserve its rights), the indemnified Indemnifying Party shall be deemed to have waived its option to assume the Good Faith Defense with respect thereto. The parties shall provide such cooperation and such access to their books, records and properties as any party shall be released from any liability or other exposure reasonably request with respect to such proceeding, claim or demandmatter; and provided, further, that the indemnified party may participate in any such proceeding with counsel of its choice and at its own expense. In the event, or to the extent, the indemnifying party elects not to, or fails to, defend such proceeding, claim or demand and the indemnified party defends against, settles or otherwise deals with any such proceeding, claim or demand, any settlement thereof may be made without the consent of the indemnifying party if it is given written notice of the material terms and conditions of such settlement at least ten (10) business days prior to a binding agreement with respect to such settlement being reached. Each of the parties agrees hereto agree to cooperate fully with each other in connection all reasonable respects in order to help ensure the proper and adequate defense thereof and in furtherance of seeking a mutually acceptable solution. With regard to Third Party Claims for which indemnification is due and owing hereunder, such indemnification shall be paid by the Indemnifying Party upon the earliest to occur of: (a) the entry of a judgment of a court of competent jurisdiction against the Indemnified Party and the expiration of any applicable appeal period; (b) the entry of an nonappealable judgment of a court of competent jurisdiction against the Indemnified Party; or (c) a settlement of the Third Party Claim with the defense, negotiation or settlement mutual written consent of any such proceeding, claim or demandBuyer and the Sellers.

Procedure for Indemnification. 8.3.1 (a) In the event that any legal proceedings are institutedSeller Indemnified Party, on the one hand, or any claim Purchaser Indemnified Party, on the other hand, shall sustain or demand is asserted, by incur any third party which may give rise to any damage, liability, loss, or cost or expense Damages in respect of which either indemnity may be sought by such party has indemnified the other party under pursuant to this Section 8 aboveXI, Section XII hereof or any other provision of this Agreement (each, an "Indemnification Matter"), the parties indemnified party hereunder (collectively, the "Indemnitee") shall give notify the indemnifying party parties providing indemnification (collectively, the "Indemnitor") by sending written notice to the Indemnitor (each, an "Indemnity Notice"). In the case of an Indemnification Matter involving a third party claim, which, if successful, could result in an indemnity payment hereunder, an Indemnity Notice shall be given within 20 days after the discovery by an Indemnitee of the institution filing or assertion of any claim against the Indemnitee stating the 77 77 nature and basis of such proceeding, or the assertion of such claim or demand, promptly after the indemnified party first becomes aware thereofclaim; provided, however, that any delay or failure to notify any Indemnitor of any claim shall not relieve it from any liability except to the extent that the defense of such action is materially prejudiced or materially adversely affected by such delay or failure to notify. (b) litigation in such manner as it may deem appropriate and the Indemnitee may settle such claim or litigation on such terms as it may deem appropriate, all at the expense of the Indemnitor. The costs and expenses of all proceedings, contests or lawsuits and all other Damages sustained or incurred with respect to such claims, proceedings or litigations shall be borne solely by the indemnified party to give such notice on such prompt basis shall not affect any of its rights to indemnification hereunder unless such failure materially and adversely affects Indemnitor. In the ability of event that the indemnifying party to defend such proceeding. 8.3.2 The indemnifying party Indemnitor does timely assume the defense as provided above, the Indemnitee shall have the rightright to fully participate in such defense (including without limitation, at its option and at its own expense, to be represented by with counsel of its choice), subject to the approval of the indemnified party, which approval shall not be unreasonably withheld or delayedat its sole expense (except as otherwise provided herein), and to defend against, negotiate the Indemnitor shall reasonably cooperate with respect to, settle or otherwise deal the Indemnitee in connection with such proceedingparticipation, and in all cases the Indemnitor shall keep the Indemnitee fully informed as to all matters concerning each third party claim or demand; provided, however, that no settlement and shall promptly notify the Indemnitee in writing of such proceeding, claim or demand shall be made without the prior written consent of the indemnified party, which consent shall not be unreasonably withheld or delayed, unless, pursuant to the terms any and conditions of such settlement, the indemnified party shall be released from any liability or other exposure with respect to such proceeding, claim or demand; and provided, further, that the indemnified party may participate in any such proceeding with counsel of its choice and at its own expenseall significant developments relating thereto. In the event, or to the extent, the indemnifying party elects not to, or fails to, defend such proceeding, claim or demand and the indemnified party defends against, settles or otherwise deals with any such proceeding, claim or demand, any settlement thereof may be made without the consent of the indemnifying party if it is given written notice of the material terms and conditions of such settlement at least Within ten (10) business days prior to a binding agreement after the occurrence of an order or other determination with respect to such settlement being reached. Each each third party claim by any court, panel of arbitrator(s) or Governmental Authority having jurisdiction thereof, the parties agrees Indemnitor shall pay the Indemnitee the amount of Damages sustained or incurred by the Indemnitee which have not theretofore been paid to cooperate fully with each the Indemnitee as provided above. (c) In the event that an Indemnification Matter does not involve a third party claim, the Indemnitor shall, subject to the provisions of Section 11.06 hereof, within 30 days after the date of an Indemnity Notice pay to the Indemnitee the amount of Damages payable pursuant to Section 11.01 or 11.02 hereof, as applicable, and which are at the time sustained or incurred by the Indemnitee and shall thereafter pay any other in connection with Damages payable pursuant to Section 11.01 or 11.02 hereof, as applicable, and related to the defense, negotiation or settlement of any such proceeding, claim or same Indemnity Notice on demand.

Procedure for Indemnification. 8.3.1 (a) Within 30 days after the incurrence of any losses by any Person entitled to indemnification pursuant to Section 7.4 hereof (an “Indemnified Party”) which might give rise to indemnification hereunder, the Indemnified Party shall deliver to the party from which indemnification is sought (the “Indemnifying Party”) and, if applicable, the Escrow Agent a certificate (the “Certificate”), which Certificate shall: (i) state that the Indemnified Party has paid or properly accrued losses or anticipates that it will incur liability for losses for which such Indemnified Party is entitled to indemnification pursuant to this Agreement; and (ii) specify in reasonable detail each individual item of loss included in the amount so stated, the date such item was paid or properly accrued, the basis for any anticipated liability and the nature of the misrepresentation, breach of warranty, breach of covenant or claim to which each such item is related and the computation of the amount to which such Indemnified Party claims to be entitled hereunder. (b) In the event that any legal proceedings are instituted, or the Indemnifying Party shall object to the indemnification of an Indemnified Party in respect of any claim or demand is asserted, by claims specified in any third party which may give rise to any damage, liability, loss, or cost or expense in respect of which either party has indemnified the other party under this Section 8 aboveCertificate, the indemnified party shall give Indemnifying Party shall, within 10 days after receipt by the indemnifying party written Indemnifying Party of such Certificate, deliver to the Indemnified Party a notice to such effect and the Indemnifying Party and the Indemnified Party shall, within the 30 day period beginning on the date of receipt by the Indemnified Party of such objection, attempt in good faith to agree upon the rights of the institution of such proceeding, or the assertion of such claim or demand, promptly after the indemnified party first becomes aware thereof; provided, however, that any failure by the indemnified party to give such notice on such prompt basis shall not affect any of its rights to indemnification hereunder unless such failure materially and adversely affects the ability of the indemnifying party to defend such proceeding. 8.3.2 The indemnifying party shall have the right, at its option and at its own expense, to be represented by counsel of its choice, subject to the approval of the indemnified party, which approval shall not be unreasonably withheld or delayed, and to defend against, negotiate with respect to, settle or otherwise deal with such proceeding, claim or demand; provided, however, that no settlement of such proceeding, claim or demand shall be made without the prior written consent of the indemnified party, which consent shall not be unreasonably withheld or delayed, unless, pursuant to the terms and conditions of such settlement, the indemnified party shall be released from any liability or other exposure respective parties with respect to each of such proceedingClaims to which the Indemnifying Party shall have so objected. If the Indemnified Party and the Indemnifying Party shall succeed in reaching agreement on their respective rights with respect to any of such Claims, claim the Indemnified Party and the Indemnifying Party shall promptly prepare and sign a memorandum setting forth such agreement. Should the Indemnified Party and the Indemnifying Party be unable to agree as to any particular item or demand; items or amount or amounts, then the Indemnified Party and provided, further, that the Indemnifying Party shall submit such dispute for arbitration in accordance with Section 7.8. The party which receives a final judgment in such dispute shall be indemnified party may participate and held harmless for all reasonable attorney and consultant’s fees or expenses by the other party. (c) Claims for losses specified in any Certificate to which an Indemnifying Party shall not object in writing within 10 days of receipt of such proceeding with counsel Certificate, Claims for losses the validity and amount of its choice which have been the subject of arbitration as described in Section 7.5(b) and at its own expense. In Claims for losses the eventvalidity and amount of which shall have been the subject of a final arbitration, or to the extent, the indemnifying party elects not to, or fails to, defend such proceeding, claim or demand and the indemnified party defends against, settles or otherwise deals shall have been settled with any such proceeding, claim or demand, any settlement thereof may be made without the consent of the indemnifying party if it is given written notice Indemnifying Party, are hereinafter referred to, collectively, as “Agreed Claims”. Within 10 days of the material terms and conditions determination of the amount of any Agreed Claims, the Indemnifying Party shall pay to the Indemnified Party (except in the case where a payment has been already effected pursuant to the Escrow Agreement but only to the extent of such settlement at least ten (10payment) business days an amount equal to the Agreed Claim by wire transfer in immediately available funds to the bank account or accounts designated by the Indemnified Party in a notice to the Indemnifying Party not less than two Business Days prior to such payment; provided that (i) any Agreed Claim shall be satisfied first by withholding and setting off against the Escrow Amount and the Earn-Out Amount (to the extent realized but unpaid), on a binding agreement with respect pro-rata basis, and thereafter by recourse directly to such settlement being reached. Each the Vendor; and (ii) the Vendor may satisfy any portion of the parties agrees Agreed Claim by returning for cancellation such number of Marble Shares valued at the issue price therefor. (d) The Vendor shall have the right and option to cooperate fully with each other satisfy any Claim against it by an Indemnifying Party by payment in connection with cash or returning that portion of the defense, negotiation or settlement Marble Shares for cancellation at an ascribed value equal to the VWAP of any such proceeding, claim or demandthe Marble Shares for the five consecutive trading days ending three trading days preceding date of the Agreed Claims.

Procedure for Indemnification. 8.3.1 In the event that any legal proceedings are instituteda party intends to seek indemnification pursuant to the provisions of Sections 11.1 or 11.2 hereof (the “Indemnified Party”), or the Indemnified Party shall promptly give notice hereunder to the other party (the “Indemnifying Party”) after obtaining written notice of any claim or demand is assertedthe service of a summons or other initial legal process in any action instituted against the Indemnified Party as to which recovery may be sought against the Indemnifying Party because of the indemnification provided for in Section 11.1 or 11.2 hereof, by any and, if such indemnity shall arise from the claim of a third party which may give rise to any damage, liability, loss, or cost or expense in respect of which either party has indemnified the other party under this Section 8 aboveparty, the indemnified party Indemnified Party shall give permit the indemnifying party written notice Indemnifying Party to assume the defense of the institution of such proceeding, or the assertion of any such claim or demand, promptly after the indemnified party first becomes aware thereofand any litigation resulting from such claim; provided, however, that the Indemnified Party shall not be required to permit such an assumption of the defense of any failure claim or litigation which, if not first paid, discharged or otherwise complied with, would result in an interruption or disruption of its business of the Indemnified Party or any material part thereof. Failure by the indemnified party Indemnifying Party to give such notice on such prompt basis shall not affect any notify the Indemnified Party of its rights election to indemnification hereunder unless defend any such failure materially and adversely affects claim or action by a third party within twenty (20) days after notice thereof shall have been given to the ability Indemnifying Party shall be deemed a waiver by the Indemnifying Party of the indemnifying party its right to defend such proceeding. 8.3.2 The indemnifying party shall have claim or action. If the rightIndemnifying Party assumes the defense of such claim or litigation resulting therefrom, at its option and at its own expense, to be represented by counsel of its choice, subject to the approval obligations of the indemnified party, which approval shall not be unreasonably withheld or delayed, and Indemnifying Party hereunder as to defend against, negotiate with respect to, settle or otherwise deal with such proceeding, claim or demand; provided, however, that no litigation shall include taking all steps necessary in the defense or settlement of such proceeding, claim or demand litigation and holding the Indemnified Party harmless from and against any and all damages caused by or arising out of any settlement approved by the Indemnifying Party or any judgment entered in connection with such claim or litigation. The Indemnifying Party shall be made not, in the defense of such claim or any litigation resulting therefrom, consent to entry of any judgment (other than a judgment of dismissal on the merits without costs) except with the prior written consent of the indemnified party, Indemnified Party or enter into any settlement (except with the written consent of the Indemnified Party) which consent shall does not be unreasonably withheld include as an unconditional term thereof the giving by the claimant or delayed, unless, pursuant the plaintiff to the terms and conditions of such settlement, the indemnified party shall be released Indemnified Party a release from any all liability or other exposure with in respect to such proceeding, claim or demand; and provided, further, that litigation. If the indemnified party may participate in any Indemnifying Party assumes the defense of such proceeding with counsel of its choice and at its own expense. In the event, claim or to the extentlitigation resulting therefrom, the indemnifying party elects not to, or fails to, defend such proceeding, claim or demand Indemnified Party shall bear the fees and the indemnified party defends against, settles or otherwise deals with any such proceeding, claim or demand, any settlement thereof may be made without the consent of the indemnifying party if it is given written notice of the material terms and conditions of such settlement at least ten (10) business days prior to a binding agreement with respect to such settlement being reached. Each of the parties agrees to cooperate fully with each other in connection with the defense, negotiation or settlement expenses of any such proceeding, claim or demandadditional counsel retained by it to conduct its defense.

Procedure for Indemnification. 8.3.1 In (a) Each claim for indemnification pursuant to this Article X must be made by delivery by the event Party to be indemnified (the “Indemnified Party”) to the Party responsible for the indemnification obligation (the “Indemnifying Party”) of written notice (a “Claim Notice”) containing specifically the obligation with respect to which the claim is made, the facts giving rise to and the alleged basis for such claim and, to the extent then known or ascertainable, the amount of the liability asserted or which may be asserted by reason thereof within ninety (90) days after the Indemnified Party obtains knowledge of such claim. Notwithstanding the foregoing, any failure in the delivery of such notice shall not affect the obligations of the Indemnifying Party, except when and then only to the extent that any legal proceedings the rights and remedies of the Indemnifying Party are institutedprejudiced as a result of the failure to give, or delay in giving, such notice. (b) If another Person not a party to this Agreement alleges facts that, if true, would mean that a Party has breached its representations and warranties in this Agreement or any Related Agreement, the Party for whose benefit the representations and warranties are made shall be entitled to indemnification for those allegations and demands and related Adverse Consequences under and pursuant to this Article X. If the Indemnified Party seeks indemnity under this Article X in respect of, arising out of or involving a claim or demand is asserteddemand, whether or not involving an Action, by another Person not a party to this Agreement (a “Third Party Claim”), then the Indemnified Party shall include in the Claim Notice (i) notice of the commencement or threat of any third party which may give rise Action relating to any damage, liability, loss, or cost or expense in respect of which either party such Third Party Claim within thirty (30) days after the Indemnified Party has indemnified the other party under this Section 8 above, the indemnified party shall give the indemnifying party received written notice of the institution commencement of the Third Party Claim and (ii) the facts constituting the basis for such Third Party Claim and the amount of the damages claimed by the other Person, in each case to the extent known to the Indemnified Party. Notwithstanding the foregoing, any failure in the delivery of such proceeding, or the assertion of such claim or demand, promptly after the indemnified party first becomes aware thereof; provided, however, that any failure by the indemnified party to give such notice on such prompt basis shall not affect any the obligations of the Indemnifying Party, except when and then only to the extent that the rights and remedies of the Indemnifying Party are prejudiced as a result of the failure to give, or delay in giving, such notice. (c) In the event of a Third Party Claim, the Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooses, assume the control of the defense thereof with counsel reasonably satisfactory to the Indemnified Party by giving to the Indemnified Party written notice of its rights intention to indemnification hereunder unless such failure materially and adversely affects the ability assume control of the indemnifying party defense of such Third Party Claim within thirty (30) days after delivery of the Claim Notice with respect to defend such proceeding. 8.3.2 The indemnifying party shall have Third Party Claim. Following the rightassumption of control of the defense of any Third Party Claim by the Indemnifying Party, at the Indemnified Party may participate in the defense of such Third Party Claim with its option and own counsel at its own expense. If the Indemnifying Party does not assume or maintain control of the defense of a Third Party Claim, the Indemnified Party shall have the right to be represented by counsel control the defense of its choicethe Third Party Claim. If the Indemnified Party controls the defense of the Third Party Claim, subject the Indemnifying Party agrees to pay to the approval Indemnified Party promptly upon demand from time to time all reasonable attorneys’ fees and other reasonable costs and expenses of defending the Third Party Claim. In connection with any Third Party Claim, the Party not controlling the defense (the “Noncontrolling Party”) may participate therein at its own expense. However, if the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to the Third Party Claim, then the reasonable fees and expenses of counsel to the Indemnified Party shall be considered and included as “Adverse Consequences” for purposes of this Agreement. The Party controlling the defense (the “Controlling Party”) shall reasonably advise the Noncontrolling Party of the indemnified partystatus of the Third Party Claim and the defense thereof and the Controlling Party shall consider in good faith recommendations made by the Noncontrolling Party. The Noncontrolling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Claim and related Actions (including copies of any summons, complaint or other pleading which approval may have been served on such Party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and will otherwise cooperate with and assist in the defense of the Third Party Claim. (d) The Indemnifying Party shall not be unreasonably withheld agree to any settlement of, or delayed, and consent to defend against, negotiate with respect to, settle or otherwise deal with the entry of any Governmental Order (other than a Governmental Order of dismissal on the merits without costs) arising from any such proceeding, claim or demand; provided, however, that no settlement of such proceeding, claim or demand shall be made Third Party Claim without the prior written consent of the indemnified partyIndemnified Party, which shall not be unreasonably withheld, conditioned or delayed; provided that the consent of the Indemnified Party shall not be required if the Indemnifying Party agrees in writing to pay any amounts payable pursuant to such settlement or any Governmental Order and such settlement or Governmental Order includes a full, complete and unconditional release of the Indemnified Party from further liability. The Indemnified Party shall not agree to any settlement of, or the entry of any Governmental Order (other than a Governmental Order of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld withheld, conditioned or delayed, unless, pursuant to . To the terms and conditions of such settlement, the indemnified party shall be released from any liability or other exposure with respect to such proceeding, claim or demand; and provided, further, that the indemnified party may participate in any such proceeding with counsel of its choice and at its own expense. In the event, or to the extent, the indemnifying party elects not to, or fails to, defend such proceeding, claim or demand and the indemnified party defends against, settles or otherwise deals with any such proceeding, claim or demand, any settlement thereof may be made without the consent of the indemnifying party if it is given written notice of the material terms and conditions of such settlement at least ten (10) business days prior to a binding agreement with respect to such settlement being reached. Each of the parties agrees to cooperate fully with each other in connection extent this Section 10.2 conflicts with the defenseprocedures in Section 5.4(e), negotiation or settlement of any such proceeding, claim or demandSection 5.4(e) shall govern.

Procedure for Indemnification. 8.3.1 In the event that any legal proceedings are instituted, or If any claim or demand for which a party is asserted, obligated under this Article 11 to provide indemnification ("Indemnifying Party") is asserted by any third party against or sought to be collected from any party indemnified hereunder ("Indemnified Party"), such Indemnified Party shall promptly notify the Indemnifying Party of such claim and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim) (such notice to include all relevant correspondence from or with any such third party). The Indemnifying Party shall have thirty (30) days after receipt of such notice to assume the conduct and control, through counsel reasonably acceptable to the Indemnified Party and at the expense of the Indemnifying Party, of the settlement or defense thereof; provided that the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party so long as the fees and expenses of such counsel are borne by the Indemnified Party. The Indemnified Party shall not pay or settle any such claim during the thirty (30) day period during which the Indemnifying Party is entitled to assume control. So long as the Indemnifying Party is reasonably contesting any such claim in good faith, the Indemnified Party shall not pay or settle any such claim; provided that the Indemnified Party may give rise pay or settle any such claim if the Indemnified Party waives its right to any damage, liability, loss, or cost or expense indemnification hereunder in respect of which either party has indemnified such claim. If the other party under Indemnifying Party does not notify the Indemnified Party within thirty (30) days after the receipt of the Indemnified Party's notice of a claim of indemnity hereunder that it elects to undertake the defense thereof or is not eligible to assume such defense pursuant to this Section 8 above11.4, the indemnified party Indemnified Party shall give have the indemnifying party written notice right in good faith to contest, pay or settle the claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreement; provided that, unless that Indemnifying Party did not or was not eligible to assume the conduct and control of the institution of such proceedingclaim, the Indemnified Party shall not pay or the assertion of settle any such claim or demandwithout the prior consent of the Indemnifying Party, promptly after unless the indemnified party first becomes aware thereof; provided, however, that any failure by the indemnified party to give such notice on such prompt basis shall not affect any of Indemnified Party waives its rights right to indemnification hereunder unless such failure materially and adversely affects the ability of the indemnifying party to defend such proceeding. 8.3.2 The indemnifying party shall have the right, at its option and at its own expense, to be represented by counsel of its choice, subject to the approval of the indemnified party, which approval shall not be unreasonably withheld or delayed, and to defend against, negotiate with respect to, settle or otherwise deal with such proceeding, claim or demand; provided, however, that no settlement of such proceeding, claim or demand shall be made without the prior written consent of the indemnified party, which consent shall not be unreasonably withheld or delayed, unless, pursuant to the terms and conditions of such settlement, the indemnified party shall be released from any liability or other exposure with respect to such proceedingclaim. The Indemnifying Party shall not, claim or demand; and provided, further, that except with the indemnified party may participate in any such proceeding with counsel of its choice and at its own expense. In the event, or to the extent, the indemnifying party elects not to, or fails to, defend such proceeding, claim or demand and the indemnified party defends against, settles or otherwise deals with any such proceeding, claim or demand, any settlement thereof may be made without the prior consent of the indemnifying party if it is given written notice Indemnified Party, enter into any settlement that does not include as an unconditional term thereof the unconditional release of the material terms and conditions of such settlement at least ten (10) business days prior to a binding agreement Indemnified Party from all liability with respect to such settlement being reached. Each of the parties agrees to cooperate fully with each other in connection with the defense, negotiation or settlement of any such proceeding, claim or demandrelated claim.

Procedure for Indemnification. 8.3.1 (a) All claims for indemnification by a Buyer Indemnified Party or a Seller Indemnified Party (collectively, the “Indemnified Persons”) pursuant to this Article 8 shall be made in accordance with the provisions of this Section 8.6. (b) In the event that any legal proceedings are instituted, or any an Indemnified Person shall have a claim or demand is asserted, by any third party which may give rise to any damage, liability, loss, or cost or expense in respect of which either party has indemnified the other party for indemnification under this Section 8 aboveArticle 8, Buyer or Seller (on behalf of itself or its Affiliates), as the indemnified party case may be, shall give the indemnifying party promptly send written notice of such claim (the institution “Notice of Claim”)8.6(b) to the indemnifying Party. Such notice must (i) state the amount of Damages incurred or paid by the Indemnified Person, (ii) specify in reasonable detail the individual items of Damages included in the amount stated, the date each such item was incurred or paid, and the nature of the misrepresentation, breach of warranty or covenant to which such Damages are related (including specific references to the applicable representation, warranty or covenant), and (iii) be executed by a duly authorized officer of Buyer or Seller, as the case may be. (c) The indemnifying Party may make a written objection (“Objection”)8.6(c) to any claim for indemnification delivered pursuant to Section 8.6(b). The Objection shall be delivered to Buyer or Seller, as the case may be, on behalf of the Indemnified Person, within 30 days after delivery of the Notice of Claim. (d) In the event of a dispute that the Parties are able to resolve, the Parties shall prepare and sign a memorandum setting forth such agreement, and the indemnifying Party shall pay to Buyer or Seller, as applicable, on behalf of the Indemnified Person, by wire transfer of immediately available funds to an account designated by Buyer or Seller the agreed-upon amount of the Damages (if any) within 15 days of the date of such proceedingwritten memorandum. (e) If, within 30 days after delivery of the notice of Objection (as such period may be extended by mutual agreement between the Parties), the Parties are unable to resolve a dispute over the claim for indemnification to which the Objection has been made, the dispute shall be resolved exclusively in accordance with Section 11.14. (f) Buyer or Seller (on behalf of itself or its Affiliates), as the case may be, shall promptly send written notice to the indemnifying Party of the assertion of such claim any Third Party claim, or demandcommencement of any Proceeding relating to a Third Party claim, promptly after the indemnified party first becomes aware thereof; provided, however, that any failure by the indemnified party for which indemnification pursuant to give such notice on such prompt basis shall not affect any of its rights to indemnification hereunder unless such failure materially and adversely affects the ability of the indemnifying party to defend such proceeding. 8.3.2 The indemnifying party shall have the right, at its option and at its own expense, to this Article 8 may be represented by counsel of its choice, subject to the approval of the indemnified party, which approval shall not be unreasonably withheld or delayed, and to defend against, negotiate with respect to, settle or otherwise deal with such proceeding, claim or demandsought; provided, however, that no settlement delay on the part of the Indemnified Person in notifying Seller or Buyer, as the case may be, shall relieve Seller or Buyer, as the case may be, of any liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such proceedingfailure. Within 30 days after delivery of such notification, the indemnifying Party, may, upon written notice thereof to Buyer or Seller, as the case may be, assume control of the defense of such Third Party claim or demand Proceeding at the expense of the indemnifying party. If the indemnifying Party does not so assume control of such defense, Buyer or Seller, as the case may be, shall be made control such defense. The Party not controlling such defense may participate therein at its own expense. The Party controlling such defense shall keep the other Party advised of the status of such claim or Proceeding and the defense thereof. In the event the indemnifying Party has assumed the defense of any Third Party claim or Proceeding, the indemnifying Party shall not consent to a settlement of, or the entry of any judgment arising from, any such Third Party claim or Proceeding without the other Party’s prior written consent of the indemnified party, (which consent shall not be unreasonably withheld withheld, conditioned or delayed), unlessunless such settlement or judgment relates solely to monetary damages and provides for a complete release of the indemnified Party, pursuant in which case, no such consent shall be required. Buyer or Seller, as the case may be, shall have the right to settle, or consent to the terms and conditions entry of such settlementany judgment arising from, the indemnified party shall be released from any liability or other exposure with respect to such proceeding, Third Party claim or demand; and provided, further, that the indemnified party may participate in any such proceeding with counsel of its choice and at its own expense. In the event, or to the extent, Proceeding for which the indemnifying party elects Party has not to, or fails to, defend such proceeding, claim or demand and the indemnified party defends against, settles or otherwise deals with any such proceeding, claim or demand, any settlement thereof may be made without the consent of the indemnifying party if it is given written notice of the material terms and conditions of such settlement at least ten (10) business days prior to a binding agreement with respect to such settlement being reached. Each of the parties agrees to cooperate fully with each other in connection with assumed the defense, negotiation or settlement of any such proceeding, claim or demand.

Procedure for Indemnification. 8.3.1 In (a) The Indemnified Party shall promptly give notice hereunder to the event indemnifying party after obtaining written notice of any claim as to which recovery may be sought against the indemnifying party because of the indemnity in this Article 13, and, if such indemnity shall arise from the claim of a third party, shall permit the indemnifying party to assume the defense of any such claim and any litigation resulting from such claim; PROVIDED, HOWEVER, that any legal proceedings are instituted, the Company shall not be required to permit Norton or SG to assume the defense of any claim or demand is assertedlitigation which, if not first paid, 98 discharged or otherwise complied with, would result in an interruption or cessation of the conduct of the business of the Company or any material part thereof. Notwithstanding the foregoing, the right to indemnification hereunder shall not be affected by any third party which may failure of an Indemnified Party to give rise such notice or delay by an Indemnified Party in giving such notice unless, and then only to any damage, liability, loss, or cost or expense in respect of which either party has indemnified the other party under this Section 8 aboveextent that, the indemnified party shall give rights and remedies of the indemnifying party written notice shall have been prejudiced as a result of the institution of such proceedingfailure to give, or delay in giving, such notice. Failure by an indemnifying party to notify an Indemnified Party of its election to defend any such claim or action by a third party within twenty-one (21) days after notice thereof shall have been given to the assertion indemnifying party shall be deemed a waiver by the indemnifying party of its right to defend such claim or action. (b) If the indemnifying party assumes the defense of such claim or demandlitigation resulting therefrom, promptly after the indemnified party first becomes aware thereof; provided, however, that any failure by the indemnified party to give such notice on such prompt basis shall not affect any of its rights to indemnification hereunder unless such failure materially and adversely affects the ability obligations of the indemnifying party hereunder as to defend such proceeding. 8.3.2 claim shall include taking all steps necessary in the defense or settlement of such claim or litigation and holding the Indemnified Party harmless from and against any and all damages caused by or arising out of any settlement approved by the indemnifying party or any judgment in connection with such claim or litigation. The indemnifying party shall have not, in the rightdefense of such claim or any litigation resulting therefrom, at its option and at its own expense, consent to be represented entry of any judgment (other than a judgment of dismissal on the merits without costs) except with the written consent of the Indemnified Party or enter into any settlement (except with the written consent of the Indemnified Party) which does not include as an unconditional term thereof the giving by counsel of its choice, subject the claimant or the plaintiff to the approval Indemnified Party a release from all liability in respect of such claim or litigation. (c) If the indemnifying party shall not assume the defense of any such claim by a third party or litigation resulting therefrom after receipt of notice from such Indemnified Party, the Indemnified Party may defend against such claim or litigation in such manner as it deems appropriate, and unless the indemnifying party shall deposit with the Indemnified Party a sum equivalent to the total amount demanded in such claim or litigation plus the Indemnified Party's estimate of the indemnified partycosts of defending the same, which approval the Indemnified Party may settle such claim or litigation on such terms as it may deem appropriate and the indemnifying party shall promptly reimburse the Indemnified Party for the amount of such settlement and for all damage incurred by the Indemnified Party in connection with the defense against or settlement of such claim or litigation. (d) The indemnifying party shall promptly reimburse the Indemnified Party for the amount of any judgment rendered with respect to any claim by a third party in such litigation and for all damage incurred by the Indemnified 100 Party in connection with the defense against such claim or litigation, whether or not be unreasonably withheld resulting from, arising out of, or delayed, and to defend against, negotiate incurred with respect to, settle or otherwise deal with such proceeding, claim or demand; provided, however, that no settlement the act of such proceeding, claim or demand shall be made without the prior written consent of the indemnified a third party, which consent shall not be unreasonably withheld or delayed, unless, pursuant to the terms and conditions of such settlement, the indemnified party shall be released from any liability or other exposure with respect to such proceeding, claim or demand; and provided, further, that the indemnified party may participate in any such proceeding with counsel of its choice and at its own expense. In the event, or to the extent, the indemnifying party elects not to, or fails to, defend such proceeding, claim or demand and the indemnified party defends against, settles or otherwise deals with any such proceeding, claim or demand, any settlement thereof may be made without the consent of the indemnifying party if it is given written notice of the material terms and conditions of such settlement at least ten (10) business days prior to a binding agreement with respect to such settlement being reached. Each of the parties agrees to cooperate fully with each other in connection with the defense, negotiation or settlement of any such proceeding, claim or demand.

Procedure for Indemnification. 8.3.1 In The procedure for indemnification shall be as follows: (a) The party claiming indemnification (the event that "CLAIMANT") shall promptly give notice to the party from which indemnification is claimed (the "INDEMNIFYING PARTY") of any legal proceedings are institutedclaim, whether between the parties or any brought by a third party, specifying in reasonable detail the factual basis for the claim or demand is assertedand the amount thereof (if known and quantifiable); PROVIDED, by any third party which may give rise to any damage, liability, loss, or cost or expense in respect of which either party has indemnified the other party under this Section 8 above, the indemnified party shall give the indemnifying party written notice of the institution of such proceeding, or the assertion of such claim or demand, promptly after the indemnified party first becomes aware thereof; provided, howeverHOWEVER, that any the failure by the indemnified party to give such notice on such prompt basis shall not affect any of its impair the Claimant's rights to indemnification hereunder under this Section 10 unless such failure to give such notice shall have materially and adversely affects impaired the Indemnifying Party's ability to defend against such third-party claim. (b) With respect to claims solely between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have thirty days to make such investigation of the indemnifying party claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to defend make available to the Indemnifying Party and its authorized representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of the thirty-day period (or any mutually agreed upon extension thereof) to the validity and amount of such proceedingclaim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within the thirty-day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate remedy at law or equity. 8.3.2 The indemnifying (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification under this Agreement, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party; provided that notwithstanding the foregoing, if such claim is from a Franchising Authority or other Governmental Authority and any of the Charter Parties are seeking indemnification against the Sellers in respect of such claim, the Charter Party may retain control of the defense of such claim, but the Sellers shall have the right, at its option and at its their own expense, to participate in the defense of such claim, and the Charter Party shall cooperate with the Sellers in defending such claim and keep the Sellers informed of all material strategies and developments therein. The Charter Parties may not settle any such claim by a Franchising Authority or other Governmental Authority for which the Sellers would be represented by counsel of its choice, subject to liable without the approval consent of the indemnified partySellers, which approval shall not be unreasonably withheld. Claimant will not enter into any settlement of such claim which could result in indemnification liability without the Indemnifying Party's prior written consent (which shall not be unreasonably withheld) without the Indemnifying Party's prior written consent (not to be unreasonably withheld or delayed, ). Any such settlement will be binding upon the Charter Parties and to defend against, negotiate with respect to, settle or otherwise deal with such proceeding, claim or demand; provided, however, that no settlement Sellers for purposes of such proceeding, claim or demand shall be made without the prior written consent of the indemnified party, which consent shall not be unreasonably withheld or delayed, unless, determining whether any indemnification payment is required pursuant to the terms and conditions of such settlement, the indemnified party shall be released from any liability or other exposure with respect to such proceeding, claim or demand; and provided, further, that the indemnified party may participate in any such proceeding with counsel of its choice and at its own expense. In the event, or to the extent, the indemnifying party elects not to, or fails to, defend such proceeding, claim or demand and the indemnified party defends against, settles or otherwise deals with any such proceeding, claim or demand, any settlement thereof may be made without the consent of the indemnifying party if it is given written notice of the material terms and conditions of such settlement at least ten (this Section 10) business days prior to a binding agreement with respect to such settlement being reached. Each of the parties agrees to cooperate fully with each other in connection with the defense, negotiation or settlement of any such proceeding, claim or demand.

Procedure for Indemnification. 8.3.1 In the event that any legal proceedings are institutedof the Purchaser Indemnified Parties or the Company Indemnified Parties intends to seek indemnification pursuant to the provisions of Sections 9.1 or 9.2 hereof (the "Indemnified Party"), or any claim or demand is asserted, by any third party which may the Indemnified Party shall promptly give rise notice hereunder to any damage, liability, loss, or cost or expense in respect of which either party has indemnified the other party under this Section 8 above, (the indemnified party shall give the indemnifying party "Indemnifying Party") after obtaining written notice of the institution of such proceedingany claim, investigation, or the assertion service of a summons or other initial or continuing legal or administrative process or Proceeding in any action instituted against the Indemnified Party as to which recovery or other action may be sought against the Indemnified Party because of the indemnification provided for in Section 9.1 or 9.2 hereof, and, if such indemnity shall arise from the claim of a Third Party, the Indemnified Party shall permit the Indemnifying Party to assume the defense of any such claim or demand, promptly after the indemnified party first becomes aware thereofand any litigation resulting from such claim; provided, however, that the Indemnified Party shall not be required to permit such an assumption of the defense of any claim or Proceeding which, if not first paid, discharged or otherwise complied with, would result in a material interruption or disruption of the business of the Indemnified Party, or any material part thereof. Notwithstanding the foregoing, the right to indemnification hereunder shall not be affected by any failure by of the indemnified party Indemnified Party to give such notice on (or by delay by the Indemnified Party in giving such prompt basis notice) unless, and then only to the extent that, the rights and remedies of the Indemnifying Party shall not affect any have been prejudiced as a result of the failure to give, or delay in giving, such notice. Failure by the Indemnifying Party to notify the Indemnified Party of its rights election to indemnification hereunder unless defend any such failure materially and adversely affects claim or action by a Third Party within twenty (20) days after notice thereof shall have been given to the ability Indemnifying Party shall be deemed a waiver by the Indemnifying Party of the indemnifying party its right to defend such proceeding. 8.3.2 The indemnifying party claim or action. If the Indemnifying Party assumes the defense of such claim, investigation or Proceeding resulting therefrom, the obligations of the Indemnifying Party hereunder as to such claim, investigation or Proceeding shall have include taking all steps necessary in the rightdefense or settlement of such claim, at its option investigation or Proceeding and at its own expenseholding the Indemnified Party harmless from and against any and all Losses arising from, in connection with or incident to be represented any settlement approved by counsel of its choicethe Indemnifying Party or any judgment entered in connection with such claim, investigation or Proceeding (subject to the approval remaining Basket Amount, if any, and indemnification limits set forth in this Agreement), except where, and only to the extent that, the Indemnifying Party has been prejudiced by the actions or omissions of the indemnified partyIndemnified Party. The Indemnifying Party shall not, in the defense of such claim or any Proceeding resulting therefrom, consent to entry of any judgment (other than a judgment of dismissal on the merits without costs) except with the written consent of the Indemnified Party (which approval consent shall not be unreasonably withheld withheld, delayed or delayed, and to defend against, negotiate conditioned) or enter into any settlement (except with respect to, settle or otherwise deal with such proceeding, claim or demand; provided, however, that no settlement of such proceeding, claim or demand shall be made without the prior written consent of the indemnified partyIndemnified Party, which consent shall not be unreasonably withheld withheld, delayed or delayedconditioned) unless (i) there is no finding or admission of any violation of Applicable Law and no material effect on any claims that could reasonably be expected to be made against the Indemnified Party, unless, pursuant (ii) the sole relief provided is monetary damages that are paid in full for Losses (subject to the terms remaining Basket Amount (which will be paid by the Purchaser or the Parent), if any, but which payment does not exceed the indemnification limits set forth in this Agreement), and conditions (iii) the settlement shall include the giving by the claimant or the plaintiff to the Indemnified Party a release from all Liability in respect to such claim or litigation. If the Indemnifying Party assumes the defense of such settlementclaim, investigation or Proceeding resulting therefrom, the indemnified party Indemnified Party shall be released entitled to participate in the defense of the claim, but solely by observation and comment to the Indemnifying Party, and the counsel selected by the Indemnified Party shall not appear on its behalf in any Proceeding arising hereunder. The Indemnified Party shall bear the fees and expenses of any additional counsel retained by it to participate in its defense unless any of the following shall apply: (i) the employment of such counsel shall have been authorized in writing by the Indemnifying Party, or (ii) the Indemnifying Party's legal counsel shall advise the Indemnifying Party in writing, with a copy to the Indemnified Party, that there is a conflict of interest that would make it inappropriate under applicable standards of professional conduct to have common counsel. If clause (i) or (ii) in the immediately preceding sentence is applicable, then the Indemnified Party may employ separate counsel at the expense of the Indemnifying Party to represent the Indemnified Party, but in no event shall the Indemnifying Party be obligated to pay the costs and expenses of more than one such separate counsel for any one complaint, claim, action or Proceeding in any one jurisdiction. If the Indemnifying Party does not assume the defense of any such claim by a Third Party or litigation resulting therefrom after receipt of notice from the Indemnified Party, the Indemnified Party may defend against such claim or litigation in such manner as it reasonably deems appropriate, and unless the Indemnifying Party shall deposit with the Indemnified Party a sum equivalent to the total amount demanded in such claim or litigation plus the Indemnified Party's estimate of the cost (including attorneys' fees) of defending the same, the Indemnified Party may settle such claim or Proceeding on such terms as it may reasonably deem appropriate and the Indemnifying Party shall, subject to its defenses and the applicability of any liability remaining threshold loss amount provided for in Section 9.1 hereof, promptly reimburse the Indemnified Party for the amount of such settlement and for all reasonable costs (including attorneys' fees), expenses and damages incurred by the Indemnified Party in connection with the defense against or other exposure settlement of such claim, investigation or litigation, or if any such claim or litigation is not so settled, the Indemnifying Party shall, subject to its defenses and the applicability of any remaining Basket Amount provided for in Section 9.1 hereof, promptly reimburse the Indemnified Party for the amount of any final nonappealable judgment rendered with respect to any claim by a Third Party in such proceedinglitigation and for all costs (including attorneys' fees), expenses and damage incurred by the Indemnified Party in connection with the defense against such claim or demand; and providedlitigation, furtherwhether or not resulting from, that the indemnified party may participate in any such proceeding with counsel of its choice and at its own expense. In the eventarising out of, or to the extentincurred with respect to, the indemnifying party elects not to, or fails to, defend such proceeding, claim or demand and the indemnified party defends against, settles or otherwise deals with any such proceeding, claim or demand, any settlement thereof may be made without the consent act of the indemnifying party if it is given written notice of the material terms and conditions of such settlement at least ten (10) business days prior to a binding agreement with respect to such settlement being reachedThird Party. Each party shall cooperate in good faith and in all respects with each Indemnifying Party and its representatives (including without limitation its counsel) in the investigation, negotiation, settlement, trial and/or defense of the any Proceedings (and any appeal arising therefrom) or any claim. The parties agrees to shall cooperate fully with each other in connection with the defense, negotiation or settlement any notifications to and information requests of any such proceedinginsurers. No individual representative of any Person, claim or demandtheir respective Affiliates shall be personally liable for any Loss or Losses under this Agreement, except as specifically agreed to by said individual representative.

Procedure for Indemnification. 8.3.1 In the event that any legal proceedings are instituteda party (the "Indemnified Party") intends to seek indemnification pursuant to the provisions of this Section, or the Indemnified Party shall promptly give notice hereunder to the other party (the "Indemnifying Party") after obtaining written notice of any claim or demand is assertedthe service of a summons or other initial legal process in any action instituted against the Indemnified Party as to which recovery may be sought against the Indemnifying Party because of the indemnification provided for in this Section, and, if such indemnity shall arise from the claim of a third party, the Indemnified Party shall permit the Indemnifying Party to assume the defense of any such claim and any litigation resulting from such claim. Notwithstanding the foregoing, the right to indemnification hereunder shall not be affected by any failure of the Indemnified Party to give such notice (or by delay by the Indemnified Party in giving such notice) unless, and then only to the extent that, the rights and remedies of the Indemnifying Party shall have been prejudiced as a result of the failure to give, or delay in giving, such notice. Failure by the Indemnifying Party to notify the Indemnified Party of its election to defend any such claim or action by a third party which may give rise within 10 days after notice thereof shall have been given to any damage, liability, loss, the Indemnifying Party shall be deemed a waiver by the Indemnifying Party of its right to defend such claim or cost or expense in respect of which either party has indemnified action. If the other party under this Section 8 above, Indemnifying Party assumes the indemnified party shall give the indemnifying party written notice of the institution of such proceeding, or the assertion defense of such claim or demandlitigation resulting therefrom, promptly after the indemnified party first becomes aware thereof; provided, however, that obligations of the Indemnifying Party hereunder as to such claim or litigation shall include taking all steps necessary in the defense or settlement of such claim or litigation and holding the Indemnified Party harmless from and against any failure and all damages caused by or arising out of any settlement approved by the indemnified Indemnifying Party or any judgment entered in connection with such claim or litigation. The Indemnifying Party shall not, in the defense of such claim or any litigation resulting therefrom, consent to entry of any judgment (other than a judgment of dismissal on the merits without costs) except with the written consent of the Indemnified Party or enter into any settlement (except with the written consent of the Indemnified Party) which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect to such claim or litigation. If the Indemnifying Party assumes the defense of such claim or litigation resulting therefrom, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it to conduct its defense. If the Indemnifying Party does not assume the defense of any such claim by a third party or litigation resulting therefrom after receipt of notice from the Indemnified Party, the Indemnified Party may defend against such claim or litigation in such manner as it deems appropriate, and unless the Indemnifying Party shall deposit with the Indemnified Party a sum equivalent to give the total amount demanded in such notice claim or litigation plus the Indemnified Party's estimate of the cost (including attorneys' fees) of defending the same, the Indemnified Party may settle such claim or litigation on such prompt basis terms as it may deem appropriate and the Indemnifying Party shall promptly reimburse the Indemnified Party for the amount of such settlement and for all costs (including attorneys' fees), expenses and damages incurred by the Indemnified Party in connection with the defense against or settlement of such claim or litigation, or if any such claim or litigation is not affect so settled, the Indemnifying Party shall promptly reimburse the Indemnified Party for the amount of any of its rights judgment rendered with respect to indemnification hereunder unless any claim by a third party in such failure materially litigation and adversely affects for all costs (including attorneys' fees), expenses and damage incurred by the ability of Indemnified Party in connection with the indemnifying party to defend defense against such proceeding. 8.3.2 The indemnifying party shall have the rightclaim or litigation, at its option and at its own expensewhether or not resulting from, to be represented by counsel of its choicearising out of, subject to the approval of the indemnified party, which approval shall not be unreasonably withheld or delayed, and to defend against, negotiate incurred with respect to, settle or otherwise deal with such proceeding, claim or demand; provided, however, that no settlement the act of such proceeding, claim or demand shall be made without the prior written consent of the indemnified a third party, which consent shall not be unreasonably withheld or delayed, unless, pursuant to the terms and conditions of such settlement, the indemnified party shall be released from any liability or other exposure with respect to such proceeding, claim or demand; and provided, further, that the indemnified party may participate in any such proceeding with counsel of its choice and at its own expense. In the event, or to the extent, the indemnifying party elects not to, or fails to, defend such proceeding, claim or demand and the indemnified party defends against, settles or otherwise deals with any such proceeding, claim or demand, any settlement thereof may be made without the consent of the indemnifying party if it is given written notice of the material terms and conditions of such settlement at least ten (10) business days prior to a binding agreement with respect to such settlement being reached. Each of the parties agrees to cooperate fully with each other in connection with the defense, negotiation or settlement of any such proceeding, claim or demand.

Procedure for Indemnification. 8.3.1 In A. The party which is entitled to be indemnified hereunder (the event that any legal proceedings are instituted, or "Indemnified Party") shall promptly give notice hereunder to the party required to indemnify (the "Indemnifying Party") after obtaining written notice of any claim or demand is asserted, by any third party as to which recovery may give rise to any damage, liability, loss, or cost or expense in respect of which either party has indemnified the other party under this Section 8 above, the indemnified party shall give be sought against the indemnifying party written notice because of the institution indemnity in Section 1 and Section 2 hereof and, if such indemnity shall arise from the claim of a third party, shall permit the Indemnifying Party to assume the defense of any such proceedingclaim and any litigation resulting from such claim, PROVIDED THAT, Parent or Buyers may, in their discretion, undertake, at Seller's cost and expense, the defense of any claim for which Sellers are responsible hereunder with respect to any incomplete project or subdivision purchased by Buyers from Sellers. Notwithstanding the foregoing, the right to indemnification hereunder shall not be affected by any failure of an Indemnified Party to give such notice, or delay by an Indemnified Party in giving such notice, unless, and then only to the assertion extent that, the rights and remedies of the Indemnifying Party shall have been prejudiced as a result of the failure to give, or delay in giving, such notice. Failure by an Indemnifying Party to notify an Indemnified Party of its election to defend any such claim or action by B. If the Indemnifying Party assumes the defense of such claim or demandlitigation resulting therefrom, promptly after the indemnified party first becomes aware thereof; provided, however, that any failure by the indemnified party to give such notice on such prompt basis shall not affect any of its rights to indemnification hereunder unless such failure materially and adversely affects the ability obligations of the indemnifying party Indemnifying Party hereunder as to defend such proceeding. 8.3.2 The indemnifying party claim shall have include taking all steps necessary in the right, at its option and at its own expense, to be represented by counsel of its choice, subject to the approval of the indemnified party, which approval shall not be unreasonably withheld defense or delayed, and to defend against, negotiate with respect to, settle or otherwise deal with such proceeding, claim or demand; provided, however, that no settlement of such proceeding, claim or demand litigation and holding the Indemnified Party harmless from and against any and all damages caused by or arising out of any settlement approved by the Indemnifying Party or any judgment in connection with such claim or litigation. The Indemnifying Party shall be made not, in the defense of such claim or any litigation resulting therefrom, consent to entry of any judgment (other than a judgment of dismissal on the merits without costs) except with the prior written consent of the indemnified partyIndemnified Party, or enter into any settlement (except with the written consent of the Indemnified Party) which consent shall does not be unreasonably withheld include as an unconditional term thereof the giving by the claimant or delayed, unless, pursuant the plaintiff to the terms and conditions Indemnified Party of a release from all liability in respect of such settlementclaim or litigation. Anything in this Section 3 to the contrary notwithstanding, the indemnified party shall be released from any liability or other exposure with respect to such proceedingIndemnified Party may, claim or demand; and provided, further, that the indemnified party may participate in any such proceeding with counsel of its choice and at its own expense. In , participate in the eventdefense of any such claim or litigation. C. If the Indemnifying Party shall not assume the defense of any such claim by a third party or litigation resulting therefrom after receipt of notice from such Indemnified Party, the Indemnified Party may defend against such claim or litigation in such manner as it deems appropriate, and unless the Indemnifying Party shall deposit with the Indemnified Party a sum equivalent to the extenttotal amount demanded in such claim or litigation plus the Indemnified Party's estimate of the costs of defending the same, the indemnifying party elects not to, or fails to, defend Indemnified Party may settle such proceeding, claim or demand litigation on such terms as it may deem appropriate and the indemnified party defends against, settles or otherwise deals with any such proceeding, claim or demand, any settlement thereof may be made without Indemnifying Party shall promptly reimburse the consent of Indemnified Party for the indemnifying party if it is given written notice of the material terms and conditions amount of such settlement at least ten (10) business days prior to a binding agreement with respect to such settlement being reached. Each of and for all damages incurred by the parties agrees to cooperate fully with each other Indemnified Party in connection with the defense, negotiation defense against or settlement of any such proceeding, claim or demandlitigation. D. The Indemnifying Party shall promptly reimburse the Indemnified Party for the amount of any judgment rendered with respect to any claim by a third party in such litigation and for all damage incurred by the Indemnified Party in connection with the defense against such claim or litigation, whether or not resulting from, arising out of, or incurred with respect to, the act of a third party.

Procedure for Indemnification. 8.3.1 In (i) An Indemnified Party shall give written notice (the event that "Claim Notice") of any legal proceedings are instituted, or any claim or demand is asserted, by any third party which may give rise to any damage, liability, loss, or cost or expense in respect of which either party has indemnified the other party Claim for indemnification under this Section 8 above, to the indemnified party shall give the indemnifying party written notice of the institution of such proceeding, LDIG Indemnifying Parties or the assertion of such claim or demandAEI Indemnifying Parties, as appropriate (each an "Indemnifying Party") reasonably promptly after the indemnified assertion against an Indemnified Party of any claim by a third party first becomes aware thereof(a "Third Party Claim") or, if such Claim is not in respect of a Third Party Claim, reasonably promptly after the discovery of facts on which the Indemnified Party intends to base a Claim for indemnification pursuant to Section 8; provided, however, that, subject to Section 8.4(i), the failure or delay to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any obligation or liability that the Indemnifying Party may have to the Indemnified Party except to the extent that the Indemnifying Party demonstrates that the Indemnifying Party's ability to defend or resolve such Claim is adversely affected thereby. Any such Claim Notice shall describe the facts and circumstances on which the asserted Claim for indemnification is based and the basis for the determination of the amount which the Indemnified Party intends to recover. If the Indemnified Party is any failure of the AEI Indemnified Parties, once either the AEI Shareholder Representative or the Remaining AEI Shareholders have given LDIG notice of a Claim under this Section 8.5, thereafter the AEI Shareholder Representative shall, subject to Section 8.5(iii), make all decisions regarding the settlement or resolution of such Claim by and on behalf of the Indemnified Party, and the Indemnifying Party may rely conclusively upon the power and authority of the AEI Shareholder Representative to receive notices with respect to, and to take actions binding upon, the Remaining AEI Shareholders as an Indemnified Party. For purposes of providing notice to the Remaining AEI Shareholders when such persons are Indemnifying Parties under Section 8.2(ii), notice to the AEI Shareholder Representative shall be sufficient. (ii) If, within 30 days of the receipt by the indemnified party Indemnifying Party of a Claim Notice, the Indemnifying Party contests in writing to give the Indemnified Party that Losses identified in such notice on Claim Notice constitute disputed Claims (the "Contest Notice"), then the Indemnified Party and the Indemnifying Party, acting in good faith, shall attempt to reach agreement with respect to the contested portions of such prompt basis shall not affect any of its rights to indemnification hereunder unless Claims. Unless a Claim is contested within such failure materially and adversely affects 30-day period, the ability of the indemnifying party to defend such proceeding. 8.3.2 The indemnifying party shall have the right, at its option and at its own expense, to be represented by counsel of its choiceIndemnified Party shall, subject to the approval other terms of this Section 8, be obligated to settle the amount of the indemnified party, which approval Losses related to such Claim or the uncontested portion thereof in accordance with the provisions of Section 8.4. The Indemnifying Party shall not object to any Claim unless (A) it believes in good faith that the Indemnified Party is not entitled to be unreasonably withheld or delayed, and to defend against, negotiate with respect to, settle or otherwise deal with such proceeding, claim or demand; provided, however, that no settlement of such proceeding, claim or demand shall be made without the prior written consent of the indemnified party, which consent shall not be unreasonably withheld or delayed, unless, pursuant to the terms and conditions of such settlement, the indemnified party shall be released from any liability or other exposure with respect to the Losses specified therein or (B) it lacks sufficient information to assess the validity or amount of the Claim. If the Indemnifying Party objects to a Claim on the basis that it lacks sufficient information, it shall promptly request from the Indemnified Party any additional information reasonably necessary for it to assess such proceedingClaim and the Indemnified Party shall, claim or demand; and provided, further, that the indemnified party may participate in any such proceeding with counsel of its choice and at its own expense. In the event, or to the extentextent the Indemnified Party reasonably can, provide additional information reasonably requested. Upon receipt of such additional information, the indemnifying party elects not to, Indemnifying Party shall review it as soon as reasonably practicable and notify the Indemnified Party of any withdrawal or fails to, defend such proceeding, claim or demand modification of the objection. If the Indemnified Party and the indemnified party defends against, settles or otherwise deals with any such proceeding, claim or demand, any settlement thereof may be made without the consent of the indemnifying party if it is given written notice of the material terms and conditions of such settlement at least ten (10) business days prior Indemnifying Party are unable to a binding reach agreement with respect to such settlement being reached. Each any contested Claims within 45 days of the parties agrees to cooperate fully with each other in connection with delivery of the defenseContest Notice, negotiation or settlement of any such proceeding, claim or demand.the matter shall be settled by binding arbitration

Procedure for Indemnification. 8.3.1 In The obligations and liabilities of the event Target Shareholders in connection with claims for indemnification for Losses by an Indemnified Party shall be subject to the following terms and conditions: (a) The Indemnified Party shall give written notice to each Target Shareholder (or the designated representative of the Target Shareholders) and the Escrow Agent (to the extent Escrow Shares remain in escrow) of its claim for indemnification as promptly as practicable whenever the Indemnified Party shall have determined that any legal proceedings there are instituted, facts or any claim circumstances which render or demand is asserted, by any third party which may give rise to any damage, liability, loss, or cost or expense in respect of which either party has indemnified would reasonably and forseeably render the other party Target Shareholders liable for indemnification under this Section 8 above, the indemnified party shall give the indemnifying party written notice of the institution of such proceeding, or the assertion of such claim or demand, promptly after the indemnified party first becomes aware thereofArticle 10; provided, however, that any the failure by the indemnified party to give a timely notice of a claim for indemnification shall not limit the indemnification obligations of the Target Shareholders hereunder except to the extent that the delay in giving such notice on such prompt basis shall not affect any of its rights to indemnification hereunder unless such failure materially and adversely affects the ability of the indemnifying party Target Shareholders to either defend such proceeding. 8.3.2 The indemnifying party shall have the right, at its option and at its own expense, to be represented by counsel of its choice, subject to the approval of the indemnified party, which approval shall not be unreasonably withheld against a Third Party Claim (as hereinafter defined) or delayed, and to defend against, negotiate with respect to, settle or otherwise deal with such proceeding, claim or demand; provided, however, that no settlement of such proceeding, claim or demand shall be made without the prior written consent of the indemnified party, which consent shall not be unreasonably withheld or delayed, unless, pursuant to the terms and conditions of such settlement, the indemnified party shall be released from in any liability or other exposure way mitigate Losses with respect to such proceeding, claim or demand; and provided, further, that any claim. The notice (a "CLAIM NOTICE") shall set forth in reasonable detail the indemnified party may participate in any such proceeding with counsel of its choice and at its own expense. In basis for the event, or to the extentclaim, the indemnifying party elects not to, or fails to, defend such proceeding, claim or demand nature of the Losses and the indemnified amount thereof. To the extent such amount is not known, an Indemnified Party shall reasonably estimate the Losses associated with such claim. (b) If the Claim Notice states that a claim has been asserted by a third party defends againstagainst the Indemnified Party (a "THIRD PARTY CLAIM"), settles the Target Shareholders or otherwise deals with any such proceeding, claim their representative shall have 30 days (or demand, any settlement thereof may be made without 10 days in the consent case of the indemnifying party if it is given written notice of the material terms and conditions of such settlement at least ten (10) business days prior to a binding agreement Third Party Claim with respect to such settlement being reached. Each which a complaint has been filed) after their receipt of the parties agrees Claim Notice to notify the Indemnified Party in writing whether the Target Shareholders elect to undertake, conduct and control, through counsel of their choosing, and at their sole risk and expense, the good faith settlement or defense of the Third Party Claim. (i) If within the appropriate time period specified in this Section 0 above the Target Shareholders notify the Indemnified Party that they elect to undertake the good faith settlement or defense of the Third Party Claim, the Target Shareholders shall conduct the defense or undertake the settlement in good faith and in a diligent manner and the Indemnified Party shall cooperate fully with each other the Target Shareholders in connection therewith and make available to the Target Shareholders all relevant information material to the defense of the Third Party Claim. The Indemnified Party shall 44 be entitled to participate in the settlement or defense of the Third Party Claim through counsel chosen by the Indemnified Party, provided that the fees and expenses of the Indemnified Party's counsel shall be borne by the Indemnified Party unless: (a) the employment of counsel for the Indemnified Party in connection with the defensedefense of the Third Party Claim shall have been authorized in writing by the Target Shareholders; (b) the Indemnified Party shall have reasonably concluded based on the written advice of counsel that there are defenses available to him, negotiation her or it which are different from or additional to those available to the Target Shareholders; or (c) the Indemnified Party's legal counsel shall advise the Indemnified Party in writing, with a copy to the Target Shareholders, that there is a conflict of interest that would make it inappropriate under applicable standards of professional conduct to have common counsel. If any of items (a) through (c) of the immediately preceding sentence apply, the Target Shareholders shall pay the fees and expenses of the Indemnified Party's counsel as well as any Losses. The Indemnified Party shall have the right to approve all settlements of Third Party Claims, which approval will not be unreasonably withheld. So long as the Target Shareholders are reasonably contesting the Third Party Claim in good faith, the Indemnified Party shall not pay or settle the Third Party Claim without the Target Shareholders' written consent, which consent will not be unreasonably withheld. (ii) If (a) the Target Shareholders shall not have notified the Indemnified Party of their election to undertake the good faith settlement or defense of the Third Party Claim within the time specified by Section 10.3(b) hereof or (b) if, within fifteen (15) days after receipt by the Target Shareholders of written notice that the Target Shareholders are not diligently conducting the defense or attempted settlement in good faith, the Target Shareholders do not provide reasonably sufficient evidence to the Indemnified Party that the Target Shareholders are diligently conducting the defense or attempting settlement in good faith, the Indemnified Party shall thereafter have the right to hire its own counsel to contest, settle or compromise the Third Party Claim in a reasonably appropriate manner without waiving any such proceeding, claim or demandright to indemnification from the Target Shareholders (including indemnification for the Indemnified Party's attorneys' fees and expenses).

Procedure for Indemnification. 8.3.1 In The following provisions shall apply to any Claims for which one or all of the event that any legal proceedings are instituted, or any claim or demand is asserted, by any Indemnifying Parties may be obligated to indemnify the Indemnified Parties pursuant to this Agreement: (a) upon receipt from a third party which may give rise to any damage, liability, loss, by the Indemnified Party of a notice of a Claim or cost or expense upon the Indemnified Party becoming aware of a Claim in respect of which either party has indemnified the other party under this Section 8 aboveIndemnified Party propose to demand indemnification from the Indemnifying Party, the indemnified party Indemnified Party shall give notice to that effect to the indemnifying party written notice of the institution of such proceedingIndemnifying Party with reasonable promptness, or the assertion of such claim or demand, promptly after the indemnified party first becomes aware thereof; provided, however, provided that any failure by the indemnified party to give such notice on such prompt basis shall not affect relieve the Indemnifying Party from any liability it may have to the Indemnified Party except to the extent that the Indemnifying Party is prejudiced thereby; (b) in the case of its rights to indemnification hereunder unless such failure materially and adversely affects Claims arising from third parties, the ability of the indemnifying party to defend such proceeding. 8.3.2 The indemnifying party Indemnifying Party shall have the right, at its option and at its own expense, to be represented right by counsel of its choice, subject notice to the approval Indemnified Party not later than thirty (30) days after receipt of the indemnified partynotice described in paragraph (i) above to assume the control of the defense, which approval shall not be unreasonably withheld compromise or delayed, and to defend against, negotiate with respect to, settle or otherwise deal with such proceeding, claim or demand; provided, however, that no settlement of the Claims, provided that such proceedingassumption shall, claim or demand shall by its terms, be made without the prior written consent of the indemnified party, which consent shall not be unreasonably withheld or delayed, unless, pursuant costs to the terms Indemnified Party and conditions the Indemnifying Party shall at the Indemnified Party' request furnish them with reasonable security against any costs or other liabilities to which it may be or become exposed by reason of such defense, compromise or settlement; (c) upon the assumption of control by the Indemnifying Party as aforesaid, the indemnified party Indemnifying Party shall be released from any liability or other exposure with respect to such proceeding, claim or demand; and provided, further, that the indemnified party may participate in any such proceeding with counsel of its choice and at its own expense. In the event, or to the extent, the indemnifying party elects not to, or fails to, defend such proceeding, claim or demand and the indemnified party defends against, settles or otherwise deals with any such proceeding, claim or demand, any settlement thereof may be made without the consent of the indemnifying party if it is given written notice of the material terms and conditions of such settlement at least ten (10) business days prior to a binding agreement with respect to such settlement being reached. Each of the parties agrees to cooperate fully with each other in connection diligently proceed with the defense, negotiation compromise or settlement of the Claims at its sole expense, including employment of counsel reasonably satisfactory to the Indemnified Party and, in connection therewith, the Indemnified Party shall co-operate fully, but at the expense of the Indemnifying Party, to make available to the Indemnifying Party all pertinent information and witnesses under the Indemnified Party' control, make such assignments and take such other steps as in the opinion of counsel for the Indemnifying Party are necessary to enable the Indemnifying Party to conduct such defense; provided always that the Indemnified Party shall be entitled to reasonable security from the Indemnifying Party for the expense, costs of other liabilities to which it may be or may become exposed by reason of such co-operation; (d) the final determination of any such proceedingClaims arising from third parties, claim including all related costs and expenses, will be binding and conclusive upon the Parties as to the validity or demandinvalidity, as the case may be of such Claims against the Indemnifying Party hereunder; and (e) should the Indemnifying Party fail to give notice to the Indemnified Party as provided in paragraph (ii) above, the Indemnified Party shall be entitled to make such settlement of the Claims as in their sole discretion may appear advisable, and such settlement or any other final determination of the Claims shall be binding upon the Indemnifying Party.

Procedure for Indemnification. 8.3.1 In the event that any legal proceedings are instituteda party intends to seek indemnification pursuant to the provisions of Sections 12.1 or 12.2 hereof (the "Indemnified Party"), or the Indemnified Party shall promptly give notice hereunder to the other party (the "Indemnifying Party") after obtaining written notice of any claim or demand is assertedthe service of a summons or other initial legal process in any action instituted against the Indemnified Party as to which recovery may be sought against the Indemnifying Party because of the indemnification provided for in Section 12.1 or 12.2 hereof, by any and, if such indemnity shall arise from the claim of a third party which may give rise to any damage, liability, loss, or cost or expense in respect of which either party has indemnified the other party under this Section 8 aboveparty, the indemnified party Indemnified Party shall give permit the indemnifying party written notice Indemnifying Party to assume the defense of the institution of such proceeding, or the assertion of any such claim or demand, promptly after the indemnified party first becomes aware thereofand any litigation resulting from such claim; provided, however, that the Indemnified Party shall not be required to permit such an assumption of the defense of any claim or litigation which, if not first paid, discharged or otherwise complied with, would result in an interruption or disruption of the business of the Indemnified Party or any material part thereof. Notwithstanding the foregoing, the right to indemnification hereunder shall not be affected by any failure by of the indemnified party Indemnified Party to give such notice on (or by delay by the Indemnified Party in giving such prompt basis notice) unless, and then only to the extent that, the rights and remedies of the Indemnifying Party shall not affect any have been prejudiced as a result of the failure to give, or delay in giving, such notice. Failure by the Indemnifying Party to notify the Indemnified Party of its rights election to indemnification hereunder unless defend any such failure materially and adversely affects claim or action by a third party within twenty (20) days after notice thereof shall have been given to the ability Indemnifying Party shall be deemed a waiver by the Indemnifying Party of the indemnifying party its right to defend such proceeding. 8.3.2 The indemnifying party shall have claim or action. If the rightIndemnifying Party assumes the defense of such claim or litigation resulting therefrom, at its option and at its own expense, to be represented by counsel of its choice, subject to the approval obligations of the indemnified partyIndemnifying Party hereunder as to such claim or litigation shall include taking all steps necessary in the defense or settlement of such claim or litigation and holding the Indemnified Party harmless from and against any and all damages caused by or arising out of any settlement approved by the Indemnifying Party or any judgment entered in connection with such claim or litigation. The Indemnifying Party shall not, in the defense of such claim or any litigation resulting therefrom, consent to entry of any judgment (other than a judgment of dismissal on the merits without costs) except with the written consent of the Indemnified Party or enter into any settlement (except with the written consent of the Indemnified Party, which approval shall not be unreasonably withheld withheld) which does not include as an unconditional term thereof the giving by the claimant or delayedthe plaintiff to the Indemnified Party a release from all liability in respect to such claim or litigation. Except as otherwise provided herein, if the Indemnifying Party assumes the defense of such claim or litigation resulting therefrom, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it to conduct its defense. Except as otherwise provided herein, if the Indemnifying Party does not assume the defense of any such claim by a third party or litigation resulting therefrom after receipt of notice from the Indemnified Party, the Indemnified Party may defend against such claim or litigation in such manner as it deems appropriate, and unless the Indemnifying Party shall deposit with the Indemnified Party a sum equivalent to defend againstthe total amount demanded in such claim or litigation plus the Indemnified Party's estimate of the cost (including attorneys' fees) of defending the same, negotiate the Indemnified Party may settle such claim or litigation on such terms as it may deem appropriate and the Indemnifying Party shall promptly reimburse the Indemnified Party for the amount of such settlement and for all costs (including attorneys' fees), expenses and damages incurred by the Indemnified Party in connection with the defense against or settlement of such claim or litigation, or if any such claim or litigation is not so settled, the Indemnifying Party shall promptly reimburse the Indemnified Party for the amount of any judgment rendered with respect to any claim by a third party in such litigation and for all costs (including attorneys' fees), expenses and damage incurred by the Indemnified Party in connection with the defense against such claim or litigation, whether or not resulting from, arising out of, or incurred with respect to, settle or otherwise deal with such proceeding, claim or demand; provided, however, that no settlement the act of such proceeding, claim or demand shall be made without the prior written consent of the indemnified a third party, which consent shall not be unreasonably withheld or delayed, unless, pursuant to the terms and conditions of such settlement, the indemnified party shall be released from any liability or other exposure with respect to such proceeding, claim or demand; and provided, further, that the indemnified party may participate in any such proceeding with counsel of its choice and at its own expense. In the event, or to the extent, the indemnifying party elects not to, or fails to, defend such proceeding, claim or demand and the indemnified party defends against, settles or otherwise deals with any such proceeding, claim or demand, any settlement thereof may be made without the consent of the indemnifying party if it is given written notice of the material terms and conditions of such settlement at least ten (10) business days prior to a binding agreement with respect to such settlement being reached. Each of the parties agrees to cooperate fully with each other in connection with the defense, negotiation or settlement of any such proceeding, claim or demand.

Procedure for Indemnification. 8.3.1 In the event that (a) If any legal proceedings are instituted, or third party shall make any claim or demand is assertedcommence any arbitration proceeding or suit against any one or more of the Indemnified Parties with respect to which an Indemnified Party intends to make any claim for indemnification against Allegiance under SECTION 13.2(b) or against Xxxxxx under SECTION 13.2(a), by any such Indemnified Parties shall promptly give written notice to the Indemnifying Party of such third party which may claim, arbitration proceeding or suit and the following provisions shall apply. (b) The Indemnifying Party shall have 20 business days after receipt of the notice referred to in SECTION 13.3(a) to notify the Indemnified Party that it elects to conduct and control the defense of such claim, proceeding or suit. If the Indemnifying Party does not give rise to any damage, liability, loss, or cost or expense in respect of which either party has indemnified the other party under this Section 8 aboveforegoing notice, the indemnified party shall give the indemnifying party written notice of the institution of such proceeding, or the assertion of such claim or demand, promptly after the indemnified party first becomes aware thereof; provided, however, that any failure by the indemnified party to give such notice on such prompt basis shall not affect any of its rights to indemnification hereunder unless such failure materially and adversely affects the ability of the indemnifying party to defend such proceeding. 8.3.2 The indemnifying party Indemnified Party shall have the rightright to defend, at contest, settle or compromise such claim, proceeding or suit in the exercise of its option exclusive discretion subject to the provisions of SECTION 13.3(c), and the Indemnifying Party shall, upon request from any of the Indemnified Parties, promptly pay to such Indemnified Parties in accordance with the other terms of this SECTION 13.3(b) the amount of any Claim or Loss resulting from their liability to the third party claimant. If the Indemnifying Party gives the foregoing notice, the Indemnifying Party shall have the right to undertake, conduct and control, through counsel reasonably acceptable to the Indemnified Party, and at its own sole expense, to be represented by counsel of its choice, subject to the approval of the indemnified party, which approval shall not be unreasonably withheld or delayed, conduct and to defend against, negotiate with respect to, settle or otherwise deal with such proceeding, claim or demand; provided, however, that no settlement of such proceedingclaim, claim proceeding or demand suit, and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith, PROVIDED that (i) the Indemnifying Party shall not thereby permit any lien, encumbrance or other adverse charge to thereafter attach to any asset of any Indemnified Party; (ii) the Indemnifying Party shall not thereby permit any injunction against any Indemnified Party; (iii) the Indemnifying Party shall permit the Indemnified Party and counsel chosen by the Indemnified Party and reasonably acceptable to the Indemnifying Party to monitor such conduct or settlement and shall provide the Indemnified Party and such counsel with such information regarding such claim, proceeding or suit as either of them may reasonably request (which request may be general or specific), but the fees and expenses of such counsel shall be made borne by the Indemnified Party unless (1) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (2) the named parties to any such claim, proceeding or suit include the Indemnified Party and the Indemnifying Party and in the reasonable opinion of counsel to the Indemnified Party representation of both parties by the same counsel would be inappropriate due to actual or likely conflicts of interest between them, in either of which cases the reasonable fees and disbursements of counsel for such Indemnified Party shall be reimbursed by the Indemnifying Party to the Indemnified Party); and (iv) the Indemnifying Party shall agree promptly to reimburse to the extent required under this ARTICLE XIII the Indemnified Party for the full amount of any Claim or Loss resulting from such claim, proceeding or suit and all related expenses incurred by the Indemnified Party. In no event shall the Indemnifying Party without the prior written consent of the indemnified partyIndemnified Party, which settle or comprise any claim or consent to the entry of any judgment that does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such claim. If the Indemnifying Party shall not have undertaken the conduct and control of the defense of any claim, suit or proceeding as provided above, the Indemnifying Party shall nevertheless be unreasonably withheld or delayed, unless, pursuant entitled through counsel chosen by the Indemnifying Party and reasonably acceptable to the terms Indemnified Party to monitor the conduct or settlement of such claim by the Indemnified Party, and the Indemnified Party shall provide the Indemnifying Party and such counsel with such information regarding such action or suit as either of them may reasonably request (which request may be general or specific), but all costs and expenses incurred in connection with such monitoring shall be borne by the Indemnifying Party. (c) So long as the Indemnifying Party is contesting any such claim, suit or proceeding in good faith, the Indemnified Party shall not pay or settle any such claim, proceeding or suit. Notwithstanding the foregoing, the Indemnified Party shall have the right to pay or settle any such claim, proceeding or suit, PROVIDED that in such event the Indemnified Party shall waive any right to indemnity therefor by the Indemnifying Party, and no amount in respect thereof shall be claimed as a Claim or Loss under this SECTION 13.3(c). If the Indemnifying Party shall have undertaken the conduct and control of the defense of any claim, suit or proceeding as provided above, the Indemnified Party, on not less than 30 days' prior written notice to the Indemnifying Party, may make settlement (including payment in full) of such claim and such settlement shall be binding upon the Parties hereto for the purposes hereof, unless within said 30-day period the Indemnifying Party shall have requested the Indemnified Party to contest such claim at the expense of the Indemnifying Party. In such event, the Indemnified Party shall promptly comply with such request and the Indemnifying Party shall have the right to direct the defense of such claim or any litigation based thereon subject to all of the conditions of such settlementSECTION 13.3(b). Anything in this SECTION 13.3(c) to the contrary notwithstanding, if the Indemnified Party, in the belief that a claim may materially and adversely affect it other than as a result of money damages or other money payments, advises the Indemnifying Party that it has determined to make settlement of a claim, the indemnified party Indemnified Party shall be released from any liability or other exposure with respect have the right to such proceeding, claim or demand; and provided, further, that the indemnified party may participate in any such proceeding with counsel of its choice and do so at its own cost and expense. In , without any requirement to contest such claim at the event, or to the extent, the indemnifying party elects not to, or fails to, defend such proceeding, claim or demand and the indemnified party defends against, settles or otherwise deals with any such proceeding, claim or demand, any settlement thereof may be made without the consent request of the indemnifying party if it is given written notice Indemnifying Party, but without any right under the provisions of this SECTION 13.3(c) for indemnification by the material terms and conditions of such settlement at least ten (10) business days prior to a binding agreement with respect to such settlement being reached. Each of the parties agrees to cooperate fully with each other in connection with the defense, negotiation or settlement of any such proceeding, claim or demandIndemnifying Party.

Procedure for Indemnification. 8.3.1 (a) In the event that any legal proceedings are instituted, party hereto shall incur (or any claim or demand is asserted, by any anticipate that it may incur in the case of third party which may give rise to claims) any damage, liability, loss, or cost or expense damages in respect of which either party has indemnified the other party under indemnity may be sought by such person pursuant to this Section 8 above(each, an "Indemnification Matter"), the party indemnified hereunder (the "Indemnitee") shall notify the party(s) providing indemnification (collectively, the "Indemnitor") by sending a written Indemnity Notice (as hereinafter defined); and in the case of third party claims, an Indemnity Notice shall give be given within 60 days after the indemnifying party written notice discovery by the Indemnitee of the institution filing or assertion of any claim against the Indemnitee stating the nature and basis of such proceeding, or the assertion of such claim or demand, promptly after the indemnified party first becomes aware thereofclaim; provided, however, that any delay or failure by the indemnified party to give such notice on such prompt basis notify any Indemnitor of any claim shall not affect relieve it from any liability, except to the extent that the Indemnitor demonstrates that the defense of its rights such action is materially prejudiced by such delay or failure to notify. Any notice of indemnification hereunder unless such failure materially (each, an "Indemnity Notice") will (i) provide (with reasonable specificity) the basis on which indemnification is being asserted, (ii) set forth the amount (or then current estimate thereof) of damages for which indemnification is being asserted, if known, and adversely affects (iii) in the ability case of third party claims, be accompanied by copies of all relevant pleading, demands and other papers served on or delivered to the indemnifying Indemnitee. (b) In the case of third party claims the Indemnitee shall give the Indemnitor a reasonable opportunity (i) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the Indemnitee (provided such proceeding. 8.3.2 The indemnifying party shall have are diligently pursued in a professional manner), (ii) to take all other reasonable steps or proceedings to settle or defend any such claims, provided that the right, at its option and at its own expense, to be represented by counsel of its choice, subject to the approval of the indemnified party, which approval Indemnitor shall not be unreasonably withheld or delayed, and to defend against, negotiate with respect to, settle or otherwise deal with any such proceeding, claim or demand; provided, however, that no settlement of such proceeding, claim or demand shall be made without the prior written consent of the indemnified partyIndemnitee, which consent and (iii) to employ counsel selected by the Indemnitor, who shall not be unreasonably withheld or delayed, unless, pursuant satisfactory to the terms and conditions Indemnitee, to contest any such claim or litigation resulting therefrom in the name of the Indemnitee or otherwise. The Indemnitor shall, within 20 days of receipt of an Indemnity Notice of such settlementclaim (the "Indemnity Notice Period"), notify the Indemnitee in writing of its intention to assume the defense of such claim. If defendants in any action include the Indemnitee and the Indemnitor, and the Indemnitee shall have been advised by its counsel in writing that there are legal defenses available to the Indemnitee which are materially different from or in addition to those available to the Indemnitor, the indemnified party Indemnitee shall have the right to employ its own counsel in such action, and, in such event, the fees and expenses of such counsel shall be released from borne by the Indemnitor. If the Indemnitor does not deliver to the Indemnitee within the Indemnity Notice Period written notice that the Indemnitor will assume the defense of any liability such claim or other exposure litigation resulting therefrom, the Indemnitee may defend against any such claim or litigation in such manner as it may deem appropriate and the Indemnitee may settle such claim or litigation on such terms as it may deem appropriate. The costs, fees and expenses of all proceedings, contests or lawsuits with respect to such proceeding, claim or demand; and provided, further, that claims shall be borne by the indemnified party may participate in any such proceeding with counsel Indemnitor. Within 10 days after the occurrence of its choice and at its own expense. In the event, or to the extent, the indemnifying party elects not to, or fails to, defend such proceeding, claim or demand and the indemnified party defends against, settles or otherwise deals with any such proceeding, claim or demand, any settlement thereof may be made without the consent of the indemnifying party if it is given written notice of the material terms and conditions of such settlement at least ten (10) business days prior to a binding agreement final determination with respect to such settlement being reached. Each of a third party claim, the parties agrees to cooperate fully with each other in connection with Indemnitor shall pay the defense, negotiation or settlement of any such proceeding, claim or demand.Indemnitee

Procedure for Indemnification. 8.3.1 In (a) The party which is entitled to be indemnified hereunder (the event that any legal proceedings are instituted, or "Indemnified Party") shall promptly give notice hereunder to the party required to indemnify (the "Indemnifying Party") after obtaining written notice of any claim or demand is asserted, by any third party as to which recovery may give rise to any damage, liability, loss, or cost or expense in respect of which either party has indemnified the other party under this Section 8 above, the indemnified party shall give be sought against the indemnifying party written notice because of the institution indemnity in Section 8.3 and Section 8.4 hereof and, if such indemnity shall arise from the claim of a third party, shall permit the Indemnifying Party to assume the defense of any such proceedingclaim and any litigation resulting from such claim. Notwithstanding the foregoing, the right to indemnification hereunder shall not be affected by any failure of 112 an Indemnified Party to give such notice, or delay by an Indemnified Party in giving such notice, unless, and then only to the assertion extent that, the rights and remedies of the Indemnifying Party shall have been prejudiced as a result of the failure to give, or delay in giving, such notice. Failure by an Indemnifying Party to notify an Indemnified Party of its election to defend any such claim or action by a third party within 15 days after notice thereof shall have been given to the Indemnifying Party shall be deemed a waiver by the Indemnifying Party of its right to defend such claim or action. (b) If the Indemnifying Party assumes the defense of such claim or demandlitigation resulting therefrom, promptly after the indemnified party first becomes aware thereof; provided, however, that any failure by the indemnified party to give such notice on such prompt basis shall not affect any of its rights to indemnification hereunder unless such failure materially and adversely affects the ability obligations of the indemnifying party Indemnifying Party hereunder as to defend such proceeding. 8.3.2 The indemnifying party claim shall have include taking all steps necessary in the right, at its option and at its own expense, to be represented by counsel of its choice, subject to the approval of the indemnified party, which approval shall not be unreasonably withheld defense or delayed, and to defend against, negotiate with respect to, settle or otherwise deal with such proceeding, claim or demand; provided, however, that no settlement of such proceeding, claim or demand litigation and holding the Indemnified Party harmless from and against any and all damages caused by or arising out of any settlement approved by the Indemnifying Party or any judgment in connection with such claim or litigation. The Indemnifying Party shall be made not, in the defense of such claim or any litigation resulting therefrom, consent to entry of any judgment (other than a judgment of dismissal on the merits without costs) except with the prior written consent of the indemnified partyIndemnified Party, or enter into any settlement (except with the written consent of the Indemnified Party) which consent shall does not be unreasonably withheld include as an unconditional term thereof the giving by the claimant or delayed, unless, pursuant the plaintiff to the terms and conditions Indemnified Party a release from all liability in respect of such settlementclaim or litigation. Anything in this Section 8.5 to the contrary notwithstanding, the indemnified party shall be released from any liability or other exposure with respect to such proceedingIndemnified Party may, claim or demand; and provided, further, that the indemnified party may participate in any such proceeding with counsel of its choice and at its own expense. In , participate in the eventdefense of any such claim or litigation. (c) If the Indemnifying Party shall not assume the defense of any such claim by a third party or litigation resulting therefrom after receipt of notice from such Indemnified Party, the Indemnified Party may defend against such claim or litigation in such manner as it deems appropriate, and unless the Indemnifying Party shall deposit with the Indemnified Party a sum equivalent to the extenttotal amount demanded in such claim or litigation plus the Indemnified Party's estimate of the costs of defending the same, the indemnifying party elects not to, or fails to, defend Indemnified Party may settle such proceeding, claim or demand litigation on such terms as it may deem appropriate and the indemnified party defends against, settles or otherwise deals with any such proceeding, claim or demand, any settlement thereof may be made without Indemnifying Party shall promptly reimburse the consent of Indemnified Party for the indemnifying party if it is given written notice of the material terms and conditions amount of such settlement at least ten (10) business days prior to a binding agreement with respect to such settlement being reached. Each of and for all damages incurred by the parties agrees to cooperate fully with each other Indemnified Party in connection with the defense, negotiation defense against or settlement of any such proceeding, claim or demandlitigation. (d) The Indemnifying Party shall promptly reimburse the Indemnified Party for the amount of any judgment rendered with respect to any claim by a third party in such litigation and for all damage incurred by the Indemnified Party in connection with the defense against such claim or litigation, whether or not resulting from, arising out of, or incurred with respect to, the act of a third party. ARTICLE 9

Procedure for Indemnification. 8.3.1 In the event that a party (the "Indemnified Party") shall seek indemnification pursuant to this Article VIII, it shall, with reasonable promptness, provide the other party (the "Indemnifying Party") with written notice of any legal proceedings are instituted, or any claim or demand is asserted, by any third party facts which may give rise to any damagea Claim for indemnification (a "Claim"). Within thirty (30) days after delivery of such notice, liabilitythe Indemnifying Party shall deliver written notice to the Indemnified Party indicating that the Claim is either accepted or rejected, lossin whole or in part, and if not accepted in whole, either proposing a reasonable settlement of the Claim or cost stating the reasons why the Claim (or expense portion thereof) is rejected. Any such Claim notice from the Indemnified Party which is not answered within such thirty (30) day period in respect of which the manner set forth above by the Indemnifying Party shall be conclusively presumed to be accepted by the Indemnifying Party, and the Indemnified Party may seek immediate indemnification from the Indemnifying Party. In the event that the Indemnified Party has complied with the foregoing notice procedure and the Indemnifying Party has rejected, in whole or in part, such a Claim by the Indemnified Party, and the parties have otherwise been unable to reach a mutually satisfactory agreement respecting the alleged breach or default, either party has indemnified may submit the other party under this issue to binding arbitration as provided in Section 8 above, the indemnified party shall give the indemnifying party written notice of the institution of such proceeding, or the assertion of such claim or demand, promptly after the indemnified party first becomes aware thereof9.5 hereof; provided, however, that the scope of the issues which shall be submitted to arbitration pursuant to Section 9.5 shall be limited to a determination of (a) whether a basis for indemnification is present or has occurred, (b) whether the Indemnified Party has suffered or could reasonably be expected to suffer any failure loss, damage, claim, liability or expense pursuant [***] Confidential treatment has been requested for redacted portion. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. to Section 8.2 or Section 8.3 hereof as a result, and if so, the amount of such loss, damage, claim, liability or expense, and (c) whether (and to what extent) actions taken by the indemnified party to give such Indemnified Party shall have contributed thereto. The arbitrators shall also award attorneys' fees and costs for the proceedings, in their discretion. Notwithstanding the foregoing, notice on such prompt basis shall not affect of any Claim made against the Company or the Shareholders, other than those arising as result of its rights to indemnification hereunder unless such failure materially and adversely affects the ability a breach of the indemnifying party representations and warranties made in Article IV, shall be provided to defend the Shareholders' Representative, who shall have sole authority to respond to and compromise such proceeding. 8.3.2 The indemnifying party Claim in accordance with the foregoing provisions. Likewise, the Shareholders' Representative shall have the right, at its option and at its own expense, sole authority to be represented by counsel of its choice, subject seek indemnification from Buyer pursuant to the approval this Article VIII on behalf of the indemnified party, which approval shall not be unreasonably withheld or delayed, and to defend against, negotiate with respect to, settle or otherwise deal with such proceeding, claim or demand; provided, however, that no settlement of such proceeding, claim or demand shall be made without the prior written consent of the indemnified party, which consent shall not be unreasonably withheld or delayed, unless, pursuant to the terms and conditions of such settlement, the indemnified party shall be released from any liability or other exposure with respect to such proceeding, claim or demand; and provided, further, that the indemnified party may participate in any such proceeding with counsel of its choice and at its own expense. In the event, or to the extent, the indemnifying party elects not to, or fails to, defend such proceeding, claim or demand and the indemnified party defends against, settles or otherwise deals with any such proceeding, claim or demand, any settlement thereof may be made without the consent of the indemnifying party if it is given written notice of the material terms and conditions of such settlement at least ten (10) business days prior to a binding agreement with respect to such settlement being reached. Each of the parties agrees to cooperate fully with each other in connection with the defense, negotiation or settlement of any such proceeding, claim or demandShareholders.

Procedure for Indemnification. 8.3.1 In the event that any legal proceedings are instituted, or any (a) Any party entitled to make a claim or demand is asserted, by any third party which may give rise to any damage, liability, loss, or cost or expense in respect of which either party has indemnified the other party under this Section 8 above, the indemnified party for indemnification hereunder shall give promptly notify the indemnifying party written notice of the institution of such proceeding, or the assertion claim in writing upon learning of such claim or demandthe facts constituting such claim, promptly after describing the indemnified claim in reasonable detail, the amount thereof (if known), and the basis therefor. The indemnifying party first becomes aware thereof; provided, however, will be relieved of its indemnification obligations hereunder to the extent that any failure it is prejudiced by the indemnified party party’s failure to give such notice on prompt notice. The party from whom indemnification is sought shall respond to each such prompt basis claim within thirty (30) days of receipt of such notice. No action shall not affect any be taken pursuant to the provisions of its this Agreement or otherwise by the party seeking indemnification (unless reasonably necessary to protect the rights to of the party seeking indemnification) until the expiration of the 30-day response period. (b) If a claim for indemnification hereunder unless such failure materially and adversely affects is based on a claim by a third party, the ability of the indemnifying party to defend such proceeding. 8.3.2 The indemnifying party shall have the rightright to assume the entire control of the defense thereof, at its option and including at its own expense, employment of counsel reasonably satisfactory to be represented by counsel of its choice, subject to the approval of the indemnified party, which approval shall not be unreasonably withheld or delayed, and to defend against, negotiate with respect to, settle or otherwise deal with such proceeding, claim or demand; provided, however, that no settlement of such proceeding, claim or demand shall be made without the prior written consent of the indemnified party, which consent shall not be unreasonably withheld or delayed, unless, pursuant to the terms and conditions of such settlement, by notifying the indemnified party shall be released from any liability or other exposure with respect to within twenty (20) days after receipt of the applicable claim notice that it is assuming control of the defense of such proceeding, claim or demandclaim; and provided, further, provided that the indemnified party may also participate in any such proceeding with counsel of its choice and at its own expense. In the event; provided further, or to the extent, that the indemnifying party elects shall not to, or fails to, defend such proceeding, be entitled to assume the entire control of the defense of a claim or demand and in which (i) both the indemnified party defends againstand the indemnifying party are named as parties and either the indemnified party or the indemnifying party reasonably determines with the advice of counsel that there are one or more material legal defenses reasonably likely to be available to it that are different from or in addition to those available to the other party, settles or otherwise deals that a conflict of interest between such parties is reasonably likely to exist with respect to such claim, (ii) such claim seeks an order, injunction or other equitable relief against any Indemnified Party or its Affiliates that is likely to have a material continuing effect on the assets, properties or business of the Company or the Interests or (iii) in the event the indemnified party is a Buyer Indemnified Party if (x) the amount of Losses the Buyer Indemnified Parties reasonably expect to incur in connection with such claim minus the portion of the Escrow Fund then remaining that is not subject to outstanding claims, exceeds (y) the portion of the Escrow Fund then remaining that is not subject to outstanding claims. If the indemnifying party so assumes the defense, it shall not have the right to settle or resolve any such proceedingclaim by a third party unless (i)(A) the indemnifying party pays or agrees to pay or cause to be paid all amounts arising out of such settlement or compromise, claim subject to the terms of this Agreement, (B) such settlement or demandcompromise would not encumber any of the material assets of any indemnified party or, in the event the indemnified party is a Buyer Indemnified Party, any material assets of the Company, or impose any restriction or condition that would apply to or materially adversely affect any indemnified party or the conduct of any indemnified party’s business, (C) the indemnifying party obtains, as a condition of such settlement thereof may or compromise, a complete release of any indemnified party that could reasonably be made without affected by such claim by a third party, and (D) such settlement or compromise does not involve any admission of liability or wrongdoing by any indemnified party or any of its Affiliates, or (ii) such settlement or resolution receives the prior written approval of the Buyer, in the event the indemnified party is a Buyer Indemnified Party, or the Seller Members’ Agent, in the event the indemnified party is a Seller Indemnified Party. Notwithstanding the foregoing, the indemnified party shall have the right to pay, settle or compromise any claim if it shall have sought the consent of the indemnifying party if it is given written notice of the material terms and conditions of such settlement at least ten (10) business days prior to a binding agreement with respect to such payment, settlement being reached. Each of the parties agrees to or compromise and such consent was unreasonably withheld, conditioned or delayed. (c) The party claiming indemnification shall cooperate fully with each other the indemnifying party and make available to the indemnifying party all pertinent information under its control. Without limiting the generality of the foregoing, Buyer will, and will cause employees of the Company to, cooperate fully with the Seller Members’ Agent in connection with any matter for which Seller Members are the defenseindemnifying party. Such cooperation shall include (i) assisting in the collection and preparation of discovery materials, negotiation (ii) meeting with (and making employees available to meet with) the Seller Members’ Agent and/or its counsel to prepare for and/or appear as witnesses at depositions, court proceedings and/or trial during normal business hours and (iii) providing to the Seller Members’ Agent and/or its counsel all information under the control of the Company that is reasonably deemed necessary by the Seller Members’ Agent and/or its counsel for the defense or settlement prosecution of any such proceeding, claim or demandmatter.

Procedure for Indemnification. 8.3.1 In the event (a) Promptly after receipt by an indemnified party under Section 6.2 or 6.3 (an “Indemnified Party”) of notice of commencement of any third-party claim that any legal proceedings are instituted, or any claim or demand is asserted, by any third party which may give rise to any damage, liability, loss, or cost or expense in respect of which either party has indemnified the other party an indemnification obligation under this Section 8 aboveArticle VI, the indemnified such Indemnified Party will give notice to each party shall give the indemnifying party written notice against whom indemnity may be sought (an “Indemnifying Party”) in writing of the institution commencement of such proceedingclaim, or together with the assertion estimated amount of such claim or demand(if known), promptly after and the indemnified party Indemnifying Party shall have the right to assume the defense (at the Indemnifying Party’s expense) of any such claim through counsel of the Indemnifying Party’s own choosing by so notifying the Indemnified Party within thirty (30) days of the first becomes aware thereofreceipt by any Indemnifying Party of such notice from the Indemnified Party; provided, however, that any failure such counsel shall be reasonably satisfactory to the Indemnified Party. In the event the Indemnifying Party assumes such defense, the Indemnifying Party shall not be liable under this Article VII for any fees or other expenses with respect to the defense of such claim incurred by the indemnified Indemnified Party or any compromise or settlement effected by the Indemnified Party without the Indemnifying Party’s written consent. The party controlling the defense of any third party suit, action or proceeding shall keep the other party advised of the status of such action, suit or proceeding and the defense thereof and shall consider in good faith recommendations made by the other party with respect thereto. Failure to give such notice on such prompt basis of commencement of a claim shall not affect any the indemnification obligations hereunder except to the extent of its rights to indemnification hereunder unless such failure materially actual and adversely affects material prejudice determined in accordance with the ability provisions of Section 8.11. Notwithstanding the indemnifying party to defend such proceeding. 8.3.2 The indemnifying party foregoing, each Indemnified Party shall have the rightright to employ separate counsel in such claim and participate in, but not control, the defense thereof, provided that the fees and expenses of such counsel (other than expenses reasonably incurred prior to the Indemnifying Party’s assumption of the defense) shall be at its option the expense of such Indemnified Party unless: (i) the Indemnifying Party has agreed to pay such expenses; (ii) the Indemnifying Party has failed promptly to assume the defense and at its own expenseemploy counsel reasonably satisfactory to such Indemnified Party or fails to conduct the defense actively and diligently; or (iii) the named parties to any such Proceeding (including any impleaded parties) include any Indemnified Party and the Indemnifying Party or an Affiliate of the Indemnifying Party, to be represented and such Indemnified Party shall have been advised by counsel of its choice, subject in writing that either (x) there may be one or more legal defenses available to it which are different from or in addition to those available to the approval Indemnifying Party or such Affiliate or (y) a conflict of interest is reasonably likely to exist if such counsel represents such Indemnified Party and the Indemnifying Party or its Affiliate. Notwithstanding the foregoing, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel in the circumstances described in clause (ii) or (iii) in the immediately preceding sentence, the Indemnifying Party shall not, in connection with any one such Proceeding or separate but substantially similar or related Proceedings in the same jurisdiction arising out of the indemnified partysame general allegations or circumstances, be responsible hereunder for the fees and expenses of more than one such separate counsel for all Indemnified Parties (in addition to one local counsel for such Indemnified Parties), which approval counsel shall be designated by such Indemnified Parties. Without the consent of the Indemnified Party, the Indemnifying Party or parties shall not consent to, and the Indemnified Party shall not be unreasonably withheld required to agree to, the entry of any judgment or delayed, and to defend against, negotiate enter into any settlement unless such judgment or settlement (i) includes as an unconditional term thereof the giving of a release from all Liability with respect to, settle to such claim by each claimant or otherwise deal with such proceeding, claim or demand; provided, however, plaintiff to each Indemnified Party that no settlement is the subject of such proceedingthird-party claim; (ii) does not include a statement as to or an admission of fault, claim culpability or demand shall be made without a failure to act by or on behalf of an Indemnified Party; and (iii) does not otherwise adversely affect an Indemnified Party. Without the prior written consent of the indemnified party, Indemnifying Party (which consent shall not be unreasonably withheld withheld, conditioned or delayed), unlessthe Indemnified Party or parties shall not consent to, pursuant and the Indemnifying Party shall not be required to agree to, the entry of any judgment relating to Tax Claims or enter into any settlement relating to Tax Claims. If notice is given to an Indemnifying Party of the commencement of a claim and the Indemnifying Party does not, within thirty (30) days after the Indemnified Party’s notice is given, give notice to the terms and conditions Indemnified Party of its election to assume the defense of such settlementclaim, the indemnified party shall Indemnifying Party will be released from bound by any liability or other exposure determination made with respect to such proceeding, claim or demand; and provided, further, that any compromise or settlement effected by the indemnified party may participate in any such proceeding with counsel of its choice and at its own expenseIndemnified Party. In the event, or Notwithstanding anything to the extentcontrary in this Agreement, if a settlement offer solely for money damages is made by a third party and the Indemnifying Party notifies the Indemnified Party in writing of the Indemnifying Party’s willingness to accept the settlement offer and pay the total amount called for by such offer (subject only to the limitations in Section 6.5), and the Indemnified Party declines to accept such offer, the indemnifying Indemnified Party may continue to contest such third party elects not toclaim, or fails tofree of any participation by the Indemnifying Party, defend such proceeding, claim or demand and the indemnified party defends against, settles or otherwise deals with amount of any such proceeding, claim or demand, any settlement thereof may be made without the consent of the indemnifying party if it is given written notice of the material terms and conditions of such settlement at least ten (10) business days prior to a binding agreement ultimate liability with respect to such settlement being reached. Each third party claim that the Indemnifying Party has an obligation to pay hereunder shall be limited to the lesser of (x) the amount of the parties agrees settlement offer that the Indemnified Party declined to cooperate fully accept, or (y) the aggregate Damages of the Indemnified Party with each other respect to such third party claim (subject only to the limitations in connection with Section 6.5). (b) A claim for indemnification under Section 6.2 or 6.3 for any matter not involving a third-party claim may be asserted by written notice to the defenseparty from whom indemnification is sought, negotiation or settlement which notice shall set forth in reasonable detail the basis for such claim and the amount of any such proceedingclaim. The Indemnifying Party shall have twenty (20) days from its receipt of such notice to dispute the claim in writing. If the Indemnifying Party does not give notice to the Indemnified Party that it disputes such claim within such period of twenty (20), then the claim or demandspecified in such notice will be conclusively deemed to be subject to indemnification under this Article VI.

Procedure for Indemnification. 8.3.1 In the event that any legal proceedings are instituted, or any (a) Any party entitled to make a claim or demand is asserted, by any third party which may give rise to any damage, liability, loss, or cost or expense in respect of which either party has indemnified the other party under this Section 8 above, the indemnified party for indemnification hereunder (an “Indemnified Party”) shall give promptly notify the indemnifying party written notice (the “Indemnifying Party”) of the institution of such proceeding, or the assertion claim in writing upon learning of such claim or demandthe facts constituting such claim, promptly after describing, in reasonable detail, the indemnified party first becomes aware thereof; providedclaim, howeverthe facts and circumstances upon which the claim is based, that any failure the amount thereof (to the extent reasonably ascertainable at such time), and the basis therefor. The Indemnifying Party will not be relieved of its indemnification obligations hereunder except to the extent it is materially prejudiced by the indemnified party Indemnified Party’s failure to give such prompt notice. The Indemnifying Party shall respond to each such claim within 30 days of receipt of such notice on such prompt basis shall not affect any (the “Response Period”). (b) Subject to the other terms of its rights to this Section 7.4(b), if a claim for indemnification hereunder unless such failure materially and adversely affects is based on a claim by a third party (a “Third Party Claim”), the ability of the indemnifying party to defend such proceeding. 8.3.2 The indemnifying party Indemnifying Party shall have the rightright to assume the entire control of the defense thereof, at its option and including, at its own expense, employment of counsel reasonably satisfactory to be represented by the Indemnified Party; provided that the Indemnified Party may also participate in any proceeding with counsel of its choicechoice at its expense. In such event, subject the Indemnifying Party shall have the right to settle or resolve any such Third Party Claim; provided that any such settlement or resolution shall be for monetary damages and shall not be concluded without the prior written approval of the indemnified partyBuyer, in the event the Indemnified Party is a Buyer Indemnified Party, or the Seller, in the event the Indemnified Party is a Seller Indemnified Party, which approval shall not be unreasonably withheld withheld, delayed or delayedconditioned. Notwithstanding anything in this Section 7.4 to the contrary, the Indemnifying Party shall not have the right to assume the defense of a Third Party Claim under this Section 7.4(b), or the right to settle or compromise such Third Party Claim under this Section 7.4(b), if such Third Party Claim (i) is a criminal claim or (ii) has a reasonable risk of resulting in Losses for which the amount of such Losses that are not indemnifiable by the Indemnified Party under this Article VII (taking into account any indemnification limitations in this Article VII) would exceed the amount of such Losses that would be indemnifiable pursuant to this Article VII. (c) The parties shall cooperate reasonably, and shall cause their Affiliates to defend againstcooperate reasonably, negotiate with respect toin the defense or prosecution (or settlement) of any Third Party Claim against any of them. Such cooperation shall include the retention and (upon the request of an Indemnifying Party or other party involved in such claim) the provision of records and information that are reasonably relevant to such Third Party Claim (subject to the receiving party’s agreement to appropriate provisions for maintaining confidentiality and privilege), settle and undertaking reasonable efforts to make employees available when reasonably requested by such party to provide additional information and explanation of any material provided hereunder or otherwise deal with such proceeding, claim or demand; provided, however, that no settlement of such proceeding, claim or demand shall be made without the prior written consent of the indemnified party, which consent shall not be unreasonably withheld or delayed, unless, pursuant relating to the terms and conditions of such settlement, the indemnified party shall be released from any liability or other exposure with respect to such proceeding, claim or demand; and provided, further, that the indemnified party may participate in any such proceeding with counsel of its choice and at its own expense. In the event, or to the extent, the indemnifying party elects not to, or fails to, defend such proceeding, claim or demand and the indemnified party defends against, settles or otherwise deals with any such proceeding, claim or demand, any settlement thereof may be made without the consent of the indemnifying party if it is given written notice of the material terms and conditions of such settlement at least ten (10) business days prior to a binding agreement with respect to such settlement being reached. Each of the parties agrees to cooperate fully with each other in connection with the defense, negotiation or settlement of any such proceeding, claim or demandThird Party Claim.

Procedure for Indemnification. 8.3.1 In (a) If any person who or which is entitled to seek indemnification under Section 13.2 or 13.3 (an "Indemnified Party") receives notice of the event that assertion or commencement of any legal proceedings are institutedclaim, demand, action, suit or any claim proceeding made or demand is asserted, brought by any third person who or which is not a party to this Agreement (a "Third Party Claim") against such Indemnified Party with respect to which may give rise the person against whom or which such indemnification is being sought (an "Indemnifying Party") is obligated to any damage, liability, loss, or cost or expense in respect of which either party has indemnified the other party provide indemnification under this Section 8 aboveAgreement, the indemnified party Indemnified Party shall give the indemnifying party such Indemnifying Party reasonably prompt written notice thereof, but in any event not later than 30 days after receipt of such written notice of such Third Party Claim. Such notice by the institution Indemnified Party shall describe the Third Party Claim in reasonable detail, shall include copies of all available material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Damages that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or, by giving written notice to the Indemnified Party, to assume, the defense of any Third Party Claim at such Indemnifying Party's own expense and by such Indemnifying Party's own counsel (reasonably satisfactory to the Indemnified Party), and the Indemnified Party shall cooperate in good faith in such defense. (b) If, within 30 days after giving notice of a Third Party Claim to an Indemnifying Party, an Indemnified Party receives written notice from the Indemnifying Party that the Indemnifying Party has elected to assume the defense of such proceedingThird Party Claim, or the assertion of such claim or demand, promptly after Indemnifying Party shall not be liable for any legal expenses subsequently incurred by the indemnified party first becomes aware Indemnified Party in connection with the defense thereof; provided, however, that any failure by (i) if the indemnified party Indemnifying Party fails to take reasonable steps necessary to defend diligently such Third Party Claim within 30 days after receiving written notice from the Indemnified Party that the Indemnified Party believes the Indemnifying Party has failed to take such steps or if the Indemnifying Party has not undertaken fully to indemnify the Indemnified Party in respect of all Damages relating to the matter, the Indemnified Party may assume its own defense, and the Indemnifying Party shall be liable for all reasonable costs and expenses paid or incurred in connection therewith; and (ii) the Indemnified Party may employ separate counsel, and the Indemnifying Party shall bear the reasonable expenses of such separate counsel, if in the written opinion of counsel to the Indemnified Party use of counsel of the Indemnifying Party's choice would be expected to give such notice on such prompt basis shall not affect any rise to a conflict of its rights to indemnification hereunder unless such failure materially and adversely affects the ability of the indemnifying party to defend such proceeding. 8.3.2 The indemnifying party shall have the right, at its option and at its own expense, to be represented by counsel of its choice, subject to the approval of the indemnified party, which approval shall not be unreasonably withheld or delayed, and to defend against, negotiate with respect to, settle or otherwise deal with such proceeding, claim or demand; provided, however, that no settlement of such proceeding, claim or demand shall be made without interest. Without the prior written consent of the indemnified partyIndemnified Party, which consent the Indemnifying Party shall not enter into any settlement of any Third Party Claim that would lead to loss, liability or create any financial or other obligation on the part of the Indemnified Party for which the Indemnified Party is not entitled to indemnification hereunder, or which provides for injunctive or other non-monetary relief applicable to the Indemnified Party, or does not include an unconditional release of all Indemnified Parties. (c) Any claim by an Indemnified Party on account of Damages that does not result from a Third Party Claim (a "Direct Claim") shall be unreasonably withheld asserted by giving the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than 30 days after the Indemnified Party becomes aware of such Direct Claim. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all available material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of Damages that has been or delayedmay be sustained by the Indemnified Party. The Indemnifying Party shall have a period of 30 days within which to respond in writing to such Direct Claim. If the Indemnifying Party does not so respond within such 30-day period, unlessthe Indemnifying Party shall be deemed to have rejected such claim, pursuant in which event the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and conditions subject to the provisions of this Agreement. (d) A failure to give timely notice or to include any specified information in any notice as provided in this Section 13.4 shall not affect the rights or obligations of any party hereunder, except and only to the extent that, as a result of such settlementfailure, the indemnified any party shall be released from any liability or other exposure with respect that was entitled to receive such proceeding, claim or demand; and provided, further, that the indemnified party may participate in any such proceeding with counsel notice was deprived of its choice and at right to recover any payment under its own expense. In the event, applicable insurance coverage or to the extent, the indemnifying party elects not to, or fails to, defend such proceeding, claim or demand and the indemnified party defends against, settles or was otherwise deals with any such proceeding, claim or demand, any settlement thereof may be made without the consent of the indemnifying party if it is given written notice of the material terms and conditions prejudiced as a result of such settlement at least ten (10) business days prior to a binding agreement with respect to such settlement being reached. Each of the parties agrees to cooperate fully with each other in connection with the defense, negotiation or settlement of any such proceeding, claim or demandfailure.

Procedure for Indemnification. 8.3.1 If a claim by a third party is made against any party hereto, and such party (the "Indemnified Party") intends to seek indemnity with respect to such claim under this Section VII, such Indemnified Party shall promptly notify the party from whom such indemnity may be sought (the "Indemnifying Party") of such claim. The Indemnifying Party shall have thirty (30) days after receipt of the above-mentioned notice to undertake, conduct and control, through counsel of such party's own choosing (subject to the consent of the Indemnified Party, such consent not to be unreasonably withheld) and at such party's expense, the settlement or defense of it, and the Indemnified Party shall cooperate with the Indemnifying Party in connection with such efforts; provided that: (i) the Indemnifying Party shall not by this Agreement permit to exist any lien, encumbrance or other adverse charge upon any asset of any Indemnified Party, (ii) the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party, provided that the fees and expenses of such counsel shall be borne by the Indemnified Party, and (iii) the Indemnifying Party shall agree promptly to reimburse the Indemnified Party for the full amount of any loss resulting from such claim and all related expense incurred by the Indemnified Party pursuant to this Section VII. So long as the Indemnifying Party is reasonably contesting any such claim in good faith, the Indemnified Party shall not pay or settle any such claim. If the Indemnified Party does not notify the Indemnified Party within thirty (30) days after receipt of the Indemnified Party's notice of a claim of indemnify under this Section VI that such party elects to undertake the defense of such claim, the Indemnified Party shall have the right to contest, settle or compromise the claim in the exercise of the Indemnified Party's exclusive discretion at the expense of the Indemnifying Party, and the Indemnifying Party shall within 30 days pay to the Indemnified Party the amount of expenses and damages as a result of contesting, settling or compromising such claim. In the event that any legal proceedings are instituted, or party hereto shall incur any claim or demand is asserted, by any third party which may give rise to any damage, liability, loss, or cost or expense Damages in respect of which either indemnity may be sought by such party has indemnified the other party under pursuant to this Section 8 aboveVII, the indemnified party shall give the indemnifying party written notice of the institution of such proceeding, or the assertion of such claim or demand, promptly after the indemnified party first becomes aware thereof; provided, however, that any failure by the indemnified party to give such notice on such prompt basis shall not affect any of its rights to indemnification hereunder unless such failure materially and adversely affects the ability of the indemnifying party to defend such proceeding. 8.3.2 The indemnifying party shall have the right, at its option and at its own expense, to be represented by counsel of its choice, subject to the approval of the indemnified party, which approval shall not be unreasonably withheld or delayed, and to defend against, negotiate with respect to, settle or otherwise deal with such proceeding, claim or demand; provided, however, that no settlement of such proceeding, claim or demand Indemnifying Party shall be made without the prior written consent of the indemnified party, which consent shall not be unreasonably withheld or delayed, unless, pursuant to the terms and conditions of such settlement, the indemnified party shall be released from any liability or other exposure with respect to such proceeding, claim or demand; and provided, further, that the indemnified party may participate in any such proceeding with counsel of its choice and at its own expense. In the event, or to the extent, the indemnifying party elects not to, or fails to, defend such proceeding, claim or demand and the indemnified party defends against, settles or otherwise deals with any such proceeding, claim or demand, any settlement thereof may be made without the consent of the indemnifying party if it is given written notice thereof by the Indemnified Party, which notice shall specify the amount and nature of such Damages and include the request of the material terms and conditions Indemnified Party for indemnification of such settlement at least ten (10) business amount. The Indemnifying party shall within 30 days prior pay to a binding agreement with respect to such settlement being reached. Each the Indemnified Party the amount of the parties agrees to cooperate fully with each other in connection with the defense, negotiation or settlement of any such proceeding, claim or demandDamages so specified.

Procedure for Indemnification. 8.3.1 In (a) An Indemnitee shall promptly give written notice to the event Indemnifying Party after obtaining knowledge of any matter as to which in good faith it believes that any legal proceedings are instituted, or any recovery may be sought against the Indemnifying Party if such indemnity shall arise from the claim or demand is asserted, by any of a third party (“Third Party Claim”), which may give rise to any damage, liability, loss, or cost or expense in respect of which either party has indemnified the other party under this Section 8 above, the indemnified party notice shall give the indemnifying party written notice of the institution contain a description of such proceeding, or the assertion of such claim or demand, promptly after the indemnified party first becomes aware thereofThird Party Claim in reasonable detail; provided, however, that any failure by the indemnified party promptly to give any such notice on such prompt basis shall not affect the indemnification provided under this Article X except to the extent such failure actually prejudices the rights and obligations of the Indemnifying Party. The Indemnifying Party shall be entitled to assume the defense of any such Third Party Claim or any Proceeding resulting therefrom with counsel selected by the Indemnifying Party that is reasonably satisfactory to the Indemnitee upon written notice to the Indemnitee. Notwithstanding the foregoing, an Indemnifying Party may not assume the defense of any such Third Party Claim or Proceeding without the consent of the Indemnitee if the Third Party Claim or Proceeding (i) involves any matter as a result of which it is more than a remote possibility that such Third Party Claim or Proceeding may result in a criminal penalty or fine against the Indemnitee, the consequences of which would be reasonably likely to have a material adverse effect on the business, assets, properties, revenues, condition (financial or otherwise) or results of operations of the Indemnitee unrelated to the size of such penalty or fine, (ii) would reasonably be expected to result in an equitable remedy which would materially impair the Indemnitee’s ability to exercise its rights under this Agreement or materially impair Parent’s, Purchaser’s or any Company’s right or ability to indemnification hereunder unless operate the business of such failure materially and adversely affects Company as conducted, on the ability Closing Date, or (iii) is reasonably likely to result in Damages that exceed three hundred percent (300%) of the indemnifying party Indemnifying Party’s maximum liability pursuant to defend Section 10.5(d). If the Indemnifying Party assumes the defense of such proceeding. 8.3.2 Third Party Claim or Proceeding, the Indemnifying Party shall retain counsel that is reasonably satisfactory to the Indemnitee and shall conduct such defense in a reasonably diligent manner, shall have full and complete control over the conduct of such Third Party Claim or Proceeding on behalf of the Indemnitee and shall, in its sole discretion, have the sole right to decide all matters of procedure, strategy, substance and settlement relating to such Third Party Claim or Proceeding. The indemnifying party Indemnitee may participate in such Third Party Claim or Proceeding and retain separate co-counsel at its sole cost and expense (except that to the extent the Indemnitee is advised by counsel that the counsel the Indemnifying Party has selected may have a conflict of interest, the Indemnifying Party shall be responsible for the reasonable fees and expenses of separate co-counsel for the Indemnitee to the extent such fees and expenses relate to those matters as to which there is such conflict, and such co-counsel shall have the rightsole right to decide all matters of procedure, at strategy, substance and settlement with respect to those matters as to which such conflict of interest exists) and the Indemnifying Party will not without the written consent of the Indemnitee consent to the entry of any judgment or enter into any settlement with respect to such Third Party Claim or Proceeding that does not include a provision whereby the claimant or the plaintiff in the matter releases the Indemnitee from any and all Liability with respect thereto. To the extent the Indemnifying Party has assumed the defense of such Third Party Claim or Proceeding pursuant to this Section 10.3(a), the Indemnitee shall not, without the written consent of the Indemnifying Party, which will not be unreasonably withheld, delayed or conditioned, consent to the entry of any judgment, or enter into any settlement with respect to such Third Party Claim or Proceeding. (b) If the Indemnifying Party is not permitted or elects not to assume the defense of any such Third Party Claim or Proceeding, the Indemnitee shall have the right to undertake and control the defense of such Third Party Claim or Proceeding, and the Indemnifying Party shall promptly reimburse the Indemnitee for all reasonable out-of-pocket costs and expenses, including reasonable fees and expenses of attorneys, accountants, actuaries and other experts, actually incurred by the Indemnitee and its option Affiliates in connection with the defense of such Third Party Claim or Proceeding, as such costs and expenses are incurred, provided that the Indemnitee shall reimburse the Indemnifying Party for any such costs and expenses so advanced if it is finally determined that the Indemnitee was not entitled to be indemnified hereunder. Any counsel chosen by such Indemnitee to conduct such defense shall be reasonably satisfactory to the Indemnifying Party, and only one counsel (in addition to local counsel, if required) shall be retained to represent all Indemnitees in such Third Party Claim or Proceeding (except that if litigation is pending in more than one jurisdiction with respect to a Third Party Claim or Proceeding, one such local counsel may be retained in each jurisdiction in which such Third Party Claim or Proceeding is pending). If the Indemnitee assumes the defense of any such Third Party Claim or Proceeding under this Section 10.3(b), (i) the Indemnitee may defend against such Third Party Claim or Proceeding with counsel reasonably satisfactory to the Indemnifying Party and in such manner as it may deem reasonably appropriate, including settling such Third Party Claim or Proceeding on such terms as the Indemnitee may deem reasonably appropriate, and (ii) the Indemnifying Party shall be entitled to participate in (but not control) the defense of such Third Party Claim or Proceeding, with its counsel and at its own sole cost and expense, to be represented by counsel of its choice, subject to the approval of the indemnified party, which approval shall not be unreasonably withheld or delayed, and to defend against, negotiate with respect to, settle or otherwise deal with such proceeding, claim or demand; provided, however, that no settlement of such proceedingan Indemnitee shall not, claim or demand shall be made without the prior written consent of the indemnified partyIndemnifying Party, which consent shall will not be unreasonably withheld withheld, delayed or delayedconditioned, unless, consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim or Proceeding unless such judgment or settlement requires a payment to the third party in excess of three hundred percent (300%) of the Indemnifying Party’s maximum liability pursuant to Section 10.5(d), in which case the terms Indemnitee may enter into such judgment or settlement without such consent of the Indemnifying Party. (c) The Indemnitee will cooperate in all reasonable respects with any Indemnifying Party in the defense of any Third Party Claim or Proceeding as to which such Indemnifying Party assumes the defense, including making available to the Indemnifying Party all witnesses, pertinent records, materials and conditions information in the Indemnitee’s possession or under the Indemnitee’s control relating thereto as is reasonably required by the Indemnifying Party. For the cooperation of the Indemnitee pursuant to this Section 10.3, the Indemnifying Party shall promptly reimburse the Indemnitee for all reasonable out-of-pocket costs and expenses, including fees and expenses of attorneys, accountants, actuaries and other experts, incurred by the Indemnitee or its Affiliates in connection therewith, as such costs and expenses are incurred. (d) Notwithstanding the foregoing provisions of this Section 10.3, the provisions of Section 10.6, shall control with respect to any Tax Claim, except to the extent that a matter related to a Tax Claim is not provided for in Section 10.6, in which case the provisions of this Section 10.3 shall apply solely to such matter that is not provided for in Section 10.6. (e) If an Indemnitee becomes aware of any matter that it believes in good faith is indemnifiable pursuant to Section 10.1 or 10.2, and such matter involves a claim made by any Purchaser Indemnitee or any Seller Indemnitee, the Indemnitee will give the Indemnifying Party prompt written notice of such settlementclaim, which notice shall (i) provide (with reasonable detail) the basis on which indemnification is being asserted, and (ii) set forth the actual or good-faith estimated amount of Damages for which indemnification is being asserted, if known. The Indemnifying Party will have a period of thirty (30) days after the delivery of each notice required by this Section 10.3(e) during which to respond to such notice. If the Indemnifying Party accepts (in writing) full responsibility for the claim described in such notice or does not respond within such thirty (30) day period, the indemnified party shall Indemnifying Party will pay upon demand or cause to be released from any liability or other exposure with respect to such proceeding, claim or demand; and provided, further, that the indemnified party may participate in any such proceeding with counsel of its choice and at its own expense. In the event, or Escrow Accounts to the extentIndemnitee the actual or estimated amount of Damages reflected in such notice. If the Indemnifying Party disputes such claim, the indemnifying party elects not to, or fails to, defend such proceeding, claim or demand Indemnifying Party and the indemnified party defends against, settles or otherwise deals with any such proceeding, claim or demand, any settlement thereof may be made without the consent of the indemnifying party if it is given written notice of the material terms and conditions Indemnitee agree to proceed in good faith to negotiate a resolution of such settlement at least ten dispute. If all such disputes are not resolved through negotiations within thirty (1030) business days prior after such negotiations begin or if such negotiations are not initiated within thirty (30) days after notice is given, either the Indemnifying Party or the Indemnitees may initiate an appropriate Proceeding to a binding agreement with respect to resolve such settlement being reached. Each of the parties agrees to cooperate fully with each other in connection with the defense, negotiation or settlement of any such proceeding, claim or demanddisputes.

Procedure for Indemnification. 8.3.1 In (a) The party seeking indemnification pursuant to Sections 1 or 2 is referred to as the event that "INDEMNIFIED PARTY" and the party from whom indemnification is sought under Sections 1 or 2 is referred to as the "INDEMNIFYING PARTY." (b) The Indemnified Party shall give prompt written notice to the Indemnifying Party of any legal proceedings are instituted, claim for indemnification under Sections 1 or any 2 above relating to a claim or demand is asserted, by any of a third party with respect to which it is seeking indemnification hereunder. The failure to give such prompt notice shall not relieve the Indemnifying Party of its indemnity obligations hereunder with respect thereto, except to the extent that the Indemnifying Party is materially prejudiced by such failure. The Indemnifying Party shall have the right to defend and to direct the defense against any such claim or demand (other than one made pursuant to Section 2(d)), in its name or in the name of the Indemnified Party, as the case may give rise be, at the expense of the Indemnifying Party, and with the counsel selected by the Indemnifying Party and approved by the Indemnified Party (such approval not to be unreasonably withheld), PROVIDED that the Indemnifying Party may not settle or compromise any damage, liability, loss, such claim or cost demand without the consent of the Indemnified Party (which consent may not be unreasonably withheld) if injunctive or expense other equitable relief would be imposed against the Indemnified Party as a result thereof. Notwithstanding anything in respect of which either party has indemnified this Agreement to the other party under this Section 8 abovecontrary, the indemnified party Indemnified Party shall give cooperate with the indemnifying party written notice of Indemnifying Party, and keep the institution of such proceeding, or Indemnifying Party fully informed in the assertion defense of such claim or demand, promptly after the indemnified party first becomes aware thereof; provided, however, that any failure by the indemnified party to give such notice on such prompt basis shall not affect any of its rights to indemnification hereunder unless such failure materially and adversely affects the ability of the indemnifying party to defend such proceeding. 8.3.2 . The indemnifying party Indemnified Party shall have the right, at its option and at its own expense, right to be represented by counsel participate in the defense of its choice, subject to the approval of the indemnified party, which approval shall not be unreasonably withheld or delayed, and to defend against, negotiate with respect to, settle or otherwise deal with such proceeding, claim or demand; provided, however, that no settlement of such proceeding, any claim or demand with counsel employed by it at the expense of the Indemnified Party. The Indemnifying Party shall have no indemnification obligations with respect to any such claim or demand which shall be made settled by the Indemnified Party without the prior written consent of the indemnified party, which consent shall not be unreasonably withheld or delayed, unless, pursuant to the terms and conditions of such settlement, the indemnified party shall be released from any liability or other exposure with respect to such proceeding, claim or demand; and provided, further, that the indemnified party may participate in any such proceeding with counsel of its choice and at its own expense. In the event, or to the extent, the indemnifying party elects not to, or fails to, defend such proceeding, claim or demand and the indemnified party defends against, settles or otherwise deals with any such proceeding, claim or demand, any settlement thereof may be made without the consent of the indemnifying party if it is given written notice of the material terms and conditions of such settlement at least ten (10) business days prior to a binding agreement with respect to such settlement being reached. Each of the parties agrees to cooperate fully with each other in connection with the defense, negotiation or settlement of any such proceeding, claim or demandIndemnifying Party.

Procedure for Indemnification. 8.3.1 In Each Indemnified Party (Buyer Indemnified Party and Seller Indemnified Party) under this Section 7 shall, promptly after the event that any legal proceedings are instituted, or receipt of notice of the commencement of any claim or demand is asserted, by any third party which may give rise to any damage, liability, loss, or cost or expense against such Indemnified Party in respect of which either party has indemnified indemnity may be sought from a Party under this Section, notify the other party Party in writing of the commencement thereof. The omission of any Indemnified Party to so notify such Party of any such action shall not relieve such Party from any liability which it may have to such Indemnified Party under this Section 8 aboveunless, and only to the indemnified party extent that, such omission results in such Party’s loss of substantive or practical rights or defenses. In case any such claim shall give be brought against any Indemnified Party, and it shall notify the indemnifying party written notice other Party of the institution of commencement thereof, such proceedingother Party shall be entitled to assume the defense thereof at its expense, or the assertion of with counsel satisfactory to such claim or demand, promptly after the indemnified party first becomes aware thereofIndemnified Party in its reasonable judgment; provided, however, that any failure by the indemnified party to give such notice on such prompt basis shall not affect any of its rights to indemnification hereunder unless such failure materially and adversely affects the ability of the indemnifying party to defend such proceeding. 8.3.2 The indemnifying party shall have the rightIndemnified Party may, at its option and at its own expense, retain separate counsel to be represented by participate in such defense at its own expense. Notwithstanding the foregoing, in any claim in which both the Buyer or Seller, on the one hand, and an Indemnified Party, on the other hand, are, or are reasonably likely to become, a party, such Indemnified Party shall have the right to employ separate counsel and to control its own defense of its choicesuch claim if, subject in the reasonable opinion of counsel to such Indemnified Party, either (x) one or more defenses are available to the approval of Indemnified Party that are not available to the indemnified partyother Party, which approval shall not be unreasonably withheld or delayed(y) a conflict or potential conflict exists between the Buyer or Seller, on the one hand, and to defend againstsuch Indemnified Party, negotiate with respect toon the other hand, settle or otherwise deal with that would make such proceeding, claim or demandseparate representation advisable; provided, however, that no settlement the Party against which indemnification is sought (i) shall not be liable for the fees and expenses of more than one counsel to all Indemnified Parties, and (ii) shall reimburse the Indemnified Parties for all of such proceedingfees and expenses of such counsel incurred in any action, claim or demand shall be made as such expenses are incurred. Each Party agrees that it will not, without the prior written consent of the indemnified partyParty seeking indemnification, which settle, compromise, or consent shall not be unreasonably withheld or delayed, unless, pursuant to the terms and conditions entry of any judgment in any pending or threatened claim relating to the matters contemplated hereby unless such settlement, compromise, or consent includes an unconditional release of each Indemnified Party from all liability arising or that may arise out of such claim. Upon making any payment to an Indemnified Party for a loss under this Section, the indemnified party Party against which indemnification is sought shall be released from subrogated to any liability or rights that the Indemnified Party may have against any other exposure person with respect to the subject matter underlying such proceeding, claim or demand; and provided, further, that the indemnified party may participate in any such proceeding with counsel of its choice and at its own expense. In the event, or to the extent, the indemnifying party elects not to, or fails to, defend such proceeding, claim or demand and the indemnified party defends against, settles or otherwise deals with any such proceeding, claim or demand, any settlement thereof may be made without the consent of the indemnifying party if it is given written notice of the material terms and conditions of such settlement at least ten (10) business days prior to a binding agreement with respect to such settlement being reached. Each of the parties agrees to cooperate fully with each other in connection with the defense, negotiation or settlement of any such proceeding, claim or demandindemnification claim.

Procedure for Indemnification. 8.3.1 All claims for indemnification under this Article V shall be asserted and resolved as follows: (a) In the event that any legal proceedings are institutedclaim or demand, or any claim other circumstance or demand is asserted, by any third party state of facts which may could give rise to any damageclaim or demand, liability, loss, for which an Indemnifying Party may be liable to an Indemnified Party hereunder is asserted against or cost or expense in respect of which either sought to be collected by a third party has indemnified the other party under this Section 8 above(an "Asserted Liability"), the indemnified party Indemnified Party shall give promptly notify the indemnifying party written notice Indemnifying Party in writing of such Asserted Liability, specifying the nature of such Asserted Liability and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the institution of such proceeding, or the assertion final amount of such claim or demand, promptly after ) (the indemnified party first becomes aware thereof"Claim Notice"); provided, however, provided that no delay on the part of the Indemnified Party in giving any failure by such Claim Notice shall relieve the indemnified party to give such notice on such prompt basis shall not affect Indemnifying Party of any of its rights to indemnification obligation hereunder unless (and then solely to the extent that) the Indemnifying Party is materially prejudiced by such failure materially and adversely affects delay. The Indemnifying Party shall have twenty (20) days (or less if the ability nature of the indemnifying party Asserted Liability requires) from its receipt of the Claim Notice (the "Notice Period") to defend such proceeding. 8.3.2 The indemnifying party shall have notify the rightIndemnified Party whether or not the Indemnifying Party desires, at its option the Indemnifying Party's sole cost and at its own expense, to be represented expense and by counsel of its choiceown choosing, subject which shall be reasonably satisfactory to the approval Indemnified Party, to defend against such Asserted Liability; provided that if, under applicable standards of professional conduct a conflict on any significant issue between the Indemnifying Party and any Indemnified Party exists in respect of such Asserted Liability, then the Indemnifying Party shall reimburse the Indemnified Party for the reasonable fees and expenses of one additional counsel to be retained in order to resolve such conflict, promptly upon presentation by the Indemnified Party of invoices or other documentation evidencing such amounts to be reimbursed. If the Indemnifying Party undertakes to defend against such Asserted Liability, the Indemnifying Party shall control the investigation, defense and settlement thereof; provided that (i) the Indemnifying Party shall use its reasonable efforts to defend and protect the interests of the indemnified partyIndemnified Party with respect to such Asserted Liability, (ii) the Indemnified Party, prior to or during the period in which approval shall not be unreasonably withheld or delayedthe Indemnifying Party assumes control of such matter, may take such reasonable actions as the Indemnified Party deems necessary to preserve any and all rights with respect to such matter, without such actions being construed as a waiver of the Indemnified Party's rights to defense and indemnification pursuant to this Agreement, and to defend against(iii) the Indemnifying Party shall not, negotiate with respect to, settle or otherwise deal with such proceeding, claim or demand; provided, however, that no settlement of such proceeding, claim or demand shall be made without the prior written consent of the indemnified partyIndemnified Party, consent to any settlement which (A) imposes any Liabilities on the Indemnified Party (other than those Liabilities which the Indemnifying Party agrees to promptly pay or discharge), and (B) with respect to any non-monetary provision of such settlement, would be likely, in the Indemnified Party's reasonable judgment, to have an adverse effect on the business operations, assets, properties or prospects of Parent, the Company or the Retained Business (in the case of a Parent Indemnified Party), A&S or the A&S Business (in the case of an A&S Indemnified Party), or such Indemnified Party. Notwithstanding the foregoing, the Indemnified Party shall have the right to control, pay or settle any Asserted Liability which the Indemnifying Party shall have undertaken to defend so long as the Indemnified Party shall also waive any right to indemnification therefor by the Indemnifying Party. If the Indemnifying Party undertakes to defend against such Asserted Liability, the Indemnified Party shall cooperate fully with the Indemnifying Party and its counsel in the investigation, defense and settlement thereof. If the Indemnified Party desires to participate in any such defense it may do so at its sole cost and expense. If the Indemnifying Party does not undertake within the Notice Period to defend against such Asserted Liability, then the Indemnifying Party shall have the right to participate in any such defense at its sole cost and expense, but the Indemnified Party shall control the investigation, defense and settlement thereof (provided that the Indemnified Party may not settle any such Asserted Liability without obtaining the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld by the Indemnifying Party; provided that in the event that the Indemnifying Party is in material breach at such time of the provisions of this Section 5.4, then the Indemnified Party shall not be obligated to obtain such prior written consent of the Indemnifying Party) at the reasonable cost and expense of the Indemnifying Party (which shall be paid by the Indemnifying Party promptly upon presentation by the Indemnified Party of invoices or delayedother documentation evidencing the amounts to be indemnified). The Indemnified Party and the Indemnifying Party agree to make available to each other, unlesstheir counsel and other representatives, pursuant all information and documents available to them which relate to such claim or demand (subject to the terms and conditions confidentiality provisions of Section 7.5 hereof); provided that no party hereto shall be obligated to disclose any information which would result in the waiver of any attorney-client, attorney work product or other similar privileges, if the disclosure of such settlementinformation would be materially prejudicial to such disclosing party. The Indemnified Party and the Indemnifying Party and the Company and its employees also agree to render to each other such assistance and cooperation as may reasonably be required to ensure the proper and adequate defense of such claim or demand. (b) In the event that an Indemnified Party should have a claim against the Indemnifying Party hereunder which does not involve a claim or demand being asserted against or sought to be collected from it by a third party, the indemnified party Indemnified Party shall be released from any liability or other exposure send a Claim Notice with respect to such proceeding, claim or demand; and provided, further, that the indemnified party may participate in any such proceeding with counsel of its choice and at its own expense. In the event, or to the extentIndemnifying Party. The Indemnifying Party shall have twenty (20) days from the date such Claim Notice is delivered during which to notify the Indemnified Party in writing of any good faith objections it has to the Indemnified Party's Claim Notice or claims for indemnification, the indemnifying party elects not to, or fails to, defend such proceeding, claim or demand and the indemnified party defends against, settles or otherwise deals with any such proceeding, claim or demand, any settlement thereof may be made without the consent setting forth in reasonable detail each of the indemnifying party if it is given Indemnifying Party's objections thereto. If the Indemnifying Party does not deliver such written notice of objection within such 20-day period, the material terms Indemnifying Party shall be deemed to have accepted responsibility for the prompt payment of the Indemnified Party's claims for indemnification, and conditions shall have no further right to contest the validity of such settlement at least ten indemnification claims. If the Indemnifying Party does deliver such written notice of objection within such 20-day period, the Indemnifying Party and the Indemnified Party shall attempt in good faith to resolve any such dispute within thirty (1030) business days prior of the delivery by the Indemnifying Party of such written notice of objection. If the Indemnifying Party and the Indemnified Party are unable to a binding agreement with respect resolve any such dispute within such 30-day period, then either the Indemnifying Party or the Indemnified Party shall be free to pursue any remedies which may be available to such settlement being reached. Each of the parties agrees to cooperate fully with each other in connection with the defense, negotiation or settlement of any such proceeding, claim or demandparty under applicable Law.

Procedure for Indemnification. 8.3.1 Any Indemnified Party wishing to claim indemnification under Section 10(b), upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify the Indemnifying Party, but the failure to so notify shall not relieve the Indemnifying Party of any liability it may have to such Indemnified Party if such failure does not materially prejudice the Indemnifying Party. In the event that of any legal proceedings are institutedsuch claim, action, suit, proceeding or any claim investigation (whether arising before or demand is asserted, by any third party which may give rise to any damage, liability, loss, or cost or expense in respect of which either party has indemnified the other party under this Section 8 above, the indemnified party shall give the indemnifying party written notice of the institution of such proceeding, or the assertion of such claim or demand, promptly after the indemnified party first becomes aware thereof; providedEffective Time), however, that any failure by (i) the indemnified party to give such notice on such prompt basis shall not affect any of its rights to indemnification hereunder unless such failure materially and adversely affects the ability of the indemnifying party to defend such proceeding. 8.3.2 The indemnifying party Indemnifying Party shall have the right, at its option right to assume the defense thereof and at its own expense, to be represented by counsel of its choice, subject to the approval of the indemnified party, which approval Indemnifying Party shall not be unreasonably withheld or delayed, and to defend against, negotiate with respect to, settle or otherwise deal with such proceeding, claim or demand; provided, however, that no settlement of such proceeding, claim or demand shall be made without the prior written consent of the indemnified party, which consent shall not be unreasonably withheld or delayed, unless, pursuant to the terms and conditions of such settlement, the indemnified party shall be released from any liability or other exposure with respect liable to such proceeding, claim Indemnified Parties for any legal expenses of other counsel or demand; and provided, further, that the indemnified party may participate in any other expenses subsequently incurred by such proceeding with counsel of its choice and at its own expense. In the event, or to the extent, the indemnifying party elects not to, or fails to, defend such proceeding, claim or demand and the indemnified party defends against, settles or otherwise deals with any such proceeding, claim or demand, any settlement thereof may be made without the consent of the indemnifying party if it is given written notice of the material terms and conditions of such settlement at least ten (10) business days prior to a binding agreement with respect to such settlement being reached. Each of the parties agrees to cooperate fully with each other Indemnified Parties in connection with the defensedefense thereof, negotiation except that if the Indemnifying Party elects not to assume such defense or settlement counsel for the Indemnified Parties, and advises that there are issues which raise conflicts of interest between the Indemnifying Party and the Indemnified Parties, the Indemnified Parties may retain counsel which is reasonably satisfactory to the Indemnifying Party, and the Indemnifying Party shall pay, promptly as statements therefor are received, the reasonable fees and expenses of such counsel for the Indemnified Parties (which may not exceed one firm in any jurisdiction unless the use of one counsel for such Indemnified Parties would present such counsel with a conflict of interest) in accordance with the obligations set forth in Section 10(b) hereof, (ii) the Indemnified Parties will cooperate in the defense of any such proceedingmatter, claim (iii) the Indemnifying Party shall not be liable for any settlement effected without its prior written consent and (iv) the Indemnifying Party shall have no obligation hereunder in the event a federal banking agency or demand.a court of competent jurisdiction shall ultimately determine, and such determination shall have become final and nonappealable, that indemnification of an Indemnified Party in the manner contemplated hereby is prohibited by applicable law. --23-- (d)

Procedure for Indemnification. 8.3.1 In If any Person shall claim indemnification (the event that "Indemnified Party") ----------------- hereunder for any legal proceedings are institutedclaim other than a third party claim, or the Indemnified Party shall promptly give written notice to the other party from whom indemnification is sought (the "Indemnifying Party") of the nature and amount of the claim. If ------------------ an Indemnified Party shall claim indemnification hereunder arising from any claim or demand is assertedof a third party, by the Indemnified Party shall promptly give written notice (a "Third Party Notice") to the Indemnifying Party of the basis ------------------ for such claim or demand, setting forth the nature of the claim or demand in detail. The Indemnifying Party shall defend and, if appropriate, settle at its own cost and through counsel of its own choosing, any third party which may give claim or demand set forth in a Third Party Notice giving rise to such claim for indemnification. In the event the Indemnifying Party undertakes to compromise or defend any damagesuch claim or demand, liabilityit shall promptly (and in any event, loss, or cost or expense no later than fifteen (15) days after receipt of the Third Party Notice) notify the Indemnified Party in respect writing of which either party has indemnified the other party under this Section 8 above, the indemnified party its intention to do so and shall give the indemnifying party written notice of Indemnified Party such security in that regard as the institution of such proceeding, Indemnified Party reasonably may request. The Indemnified Party shall fully cooperate with the Indemnifying Party and its counsel in the defense or the assertion compromise of such claim or demand, promptly after . After the indemnified party first becomes aware thereof; provided, however, that any failure assumption of the defense by the indemnified party to give such notice on such prompt basis Indemnifying Party, the Indemnifying Party shall not affect be liable for any of its rights to indemnification hereunder unless legal or other expenses subsequently incurred by the Indemnified Party in connection with such failure materially and adversely affects defense, but the ability of the indemnifying party to defend Indemnified Party may participate in such proceeding. 8.3.2 The indemnifying party shall have the right, at its option and defense at its own expense, to be represented by counsel of its choice, subject to the approval of the indemnified party, which approval shall not be unreasonably withheld or delayed, and to defend against, negotiate with respect to, settle or otherwise deal with such proceeding, claim or demand; provided, however, that no . No settlement of such proceeding, a third party claim or demand defended by the Indemnifying Party shall be made without the prior written consent of the indemnified partyIndemnified Party, which such consent shall not to be unreasonably withheld or delayedwithheld. The Indemnifying Party shall not, unless, pursuant to the terms and conditions of such settlement, the indemnified party shall be released from any liability or other exposure except with respect to such proceeding, claim or demand; and provided, further, that the indemnified party may participate in any such proceeding with counsel of its choice and at its own expense. In the event, or to the extent, the indemnifying party elects not to, or fails to, defend such proceeding, claim or demand and the indemnified party defends against, settles or otherwise deals with any such proceeding, claim or demand, any settlement thereof may be made without the written consent of the indemnifying party if it is given written notice Indemnified Party, consent to the entry of a judgment or settlement which does not include as an unconditional term thereof, the material terms and conditions giving by the claimant or plaintiff to the Indemnified Party of an unconditional release from all liability in respect of such settlement at least ten (10) business days prior to a binding agreement with respect to such settlement being reached. Each of the parties agrees to cooperate fully with each other in connection with the defense, negotiation or settlement of any such proceeding, third party claim or demand.

Procedure for Indemnification. 8.3.1 In (a) Upon obtaining actual knowledge of any item of Damages not involving a Third Party Claim, the event that Indemnified Party shall, as promptly as practicable following the date the Indemnified Party has obtained such actual knowledge, give written notice of such claim for which indemnification is sought pursuant to Section 12.1 (each, a “Claim”) to the Indemnifying Party, but, subject to Section 12.3(a), no failure to give such notice shall relieve the Indemnifying Party of any legal proceedings are institutedliability hereunder (except to the extent the Indemnifying Party has suffered actual prejudice thereby). The Indemnified Party, at its cost, shall furnish to the Indemnifying Party in good faith and in reasonable detail such information as the Indemnified Party may have with respect to such Claim (including copies of any applicable invoice, billing or other document evidencing or asserting the same). (b) Promptly after receipt by an Indemnified Party of notice of the commencement of any claim action, suit or demand is asserted, proceeding involving a Claim by any a third party which may (each, a “Third Party Claim”) against it, such Indemnified Party will give rise written notice to any damagethe Indemnifying Party of the commencement of such Third Party Claim, liabilityand, lossat its cost, or cost or expense in respect of which either party has indemnified the other party under this Section 8 above, the indemnified party shall give the indemnifying party written Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request, but, subject to Section 12.3(a), no failure to give such notice shall relieve the Indemnifying Party of any liability hereunder (except to the institution extent the Indemnifying Party has suffered actual prejudice thereby). The Indemnifying Party shall have the right, but not the obligation, to assume the defense and control the settlement of such proceedingThird Party Claim, at the Indemnifying Party’s sole cost and expense (and not as a reduction in the amount of indemnification available under Section 12.1(a), 12.1(b) or 12.1(c), as the assertion of such claim or demandcase may be), promptly after using counsel selected by the indemnified party first becomes aware thereofIndemnifying Party and reasonably acceptable to the Indemnified Party; provided, however, that the Indemnifying Party establishes to the reasonable satisfaction of the Indemnified Party that such Third Party Claim plus all other pending Claims and Third Party Claims will not exceed the Indemnifying Party’s applicable limitations on indemnification set forth in Section 12.3. If the Indemnifying Party satisfies the requirements of this Section 12.2(b) and desires to exercise its right to assume the defense and control the settlement of such Third Party Claim, the Indemnifying Party shall give written notice (the “Notice”) to the Indemnified Party within twenty (20) calendar days of receipt of written notice from the Indemnified Party of the commencement of or assertion of any failure Third Party Claim stating that the Indemnifying Party shall assume the defense and control of such Third Party Claim. Notwithstanding the foregoing, the Indemnified Party shall have the right to (i) assume the defense and control the settlement of a Third Party Claim, which settlement shall be subject to the consent of the Indemnifying Party (not to be unreasonably withheld) except as otherwise provided in Section 12.2(e), and (ii) employ separate counsel at the reasonable expense of the Indemnifying Party and control its own defense of a Third Party Claim if (x) the named parties to any such action (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party shall have been advised by counsel that there are one or more legal or equitable defenses available to the indemnified party Indemnified Party that are different from those available to the Indemnifying Party or (y) such Third Party Claim involves equitable or other non-monetary damages or in the reasonable judgment of the Indemnified Party, such settlement would have a continuing Material Adverse Effect on the Indemnified Party’s business (including any material impairment of its relationships with customers and suppliers). In addition, if the Indemnifying Party fails to give the Indemnified Party the Notice in accordance with the terms of this Section 12.2(b), the Indemnified Party shall have the right to assume control of the defense of and settle the Third Party Claim and, to the extent the Indemnified Party is finally determined to be entitled to indemnification for Damages suffered in connection with such notice on Third Party Claim, all costs incurred in connection therewith shall constitute additional Damages of the Indemnified Party. In any such prompt basis case specified in the foregoing two sentences, the Indemnifying Party shall not affect not, in connection with any one action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) for the Indemnified Party. (c) If at any time after the Indemnifying Party assumes the defense of a Third Party Claim, any of its the conditions set forth in Section 12.2(b) above are no longer satisfied, the Indemnified Party shall have the same rights to indemnification hereunder unless as set forth above as if the Indemnifying Party had never assumed the defense of such failure materially and adversely affects the ability of the indemnifying party to defend such proceedingclaim. 8.3.2 The indemnifying (d) Notwithstanding the foregoing, the Indemnifying Party or the Indemnified Party, as the case may be, shall have the right to participate, at its own expense, in the defense of any Third Party Claim that the other party is defending. (e) If the Indemnifying Party assumes the defense of any Third Party Claim in accordance with the terms of Section 12.2(b), the Indemnifying Party shall have the right, at its option and at its own expenseupon thirty (30) calendar days’ prior written notice to the Indemnified Party, to be represented by counsel of its choice, subject consent to the approval entry of the indemnified party, which approval shall not be unreasonably withheld or delayed, and to defend against, negotiate judgment with respect to, settle or otherwise deal with settle such proceeding, claim or demandThird Party Claim; provided, however, that no with respect to such consent to the entry of judgment or settlement, the Indemnified Party will not have any liability and will be fully indemnified with respect to all Damages related to such Third Party Claim. Notwithstanding the foregoing, the Indemnifying Party shall not have the right to consent to the entry of judgment with respect to, or otherwise settle a Third Party Claim if (i) the judgment or settlement of such proceedingThird Party Claim involves equitable or other non-monetary damages or relief, claim or demand shall be made (ii) in the reasonable judgment of the Indemnified Party, any settlement for solely money damages would have a continuing Material Adverse Effect on the Indemnified Party’s business (including any material impairment of its relationships with customers and suppliers), without the prior written consent of the indemnified partyIndemnified Party, which consent shall not be unreasonably withheld or delayed, unless, pursuant withheld. The Indemnified Party shall have the sole and exclusive right to settle any Third Party Claim for which it has assumed the defense and control of the settlement on such terms and conditions of as it deems reasonably appropriate if such settlement, the indemnified party shall be released from any liability Third Party Claim involves only equitable or other exposure with respect to such proceeding, claim or demandnon-monetary relief; and provided, furtherhowever, that if such settlement purports to impose equitable or other non-monetary relief on the indemnified party may participate in any Indemnifying Party, then the Indemnified Party shall not settle such proceeding with counsel of its choice and at its own expense. In the event, or to the extent, the indemnifying party elects not to, or fails to, defend such proceeding, claim or demand and the indemnified party defends against, settles or otherwise deals with any such proceeding, claim or demand, any settlement thereof may be made Third Party Claim without the consent of the indemnifying party if it is given written notice Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnified Party shall have the right to settle any Third Party Claim involving monetary damages with the consent of the material terms and conditions of such settlement at least ten Indemnifying Party, which consent shall not be unreasonably withheld. (10f) business days prior Whether or not the Indemnifying Party chooses to a binding agreement with respect to such settlement being reached. Each of defend or prosecute any Third Party Claim, all the parties agrees to hereto shall cooperate fully with each other in the defense or prosecution thereof and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with therewith. (g) Any disputes as to the defense, negotiation amounts of Damages or settlement of any such proceeding, claim or demandentitlement to indemnification under this Article XII shall be resolved pursuant to Article XIV.

Procedure for Indemnification. 8.3.1 In A. If a party hereto seeks indemnification under this Article 8 against another party, such party seeking indemnification (the event that “Indemnified Party”) shall give written notice to such other party (the “Indemnifying Party”) of the facts and circumstances giving rise to the claim. If any legal proceedings are institutedsuit, action, claim, liability or any claim obligation shall be brought or demand is asserted, asserted by any third party which may give rise (an “Indemnification Proceeding”) which, if adversely determined, would entitle the Indemnified Party to any damage, liability, loss, or cost or expense in respect of which either party has indemnified the other party under indemnity pursuant to this Section 8 aboveArticle 8, the indemnified party shall give Indemnified Party shall, as promptly as practicable after receiving notice thereof, notify the indemnifying party written notice Indemnifying Party of the institution same in writing, specifying in detail the basis of such proceedingclaim and the facts pertaining thereto; provided that the failure to so notify any Indemnifying Party shall not relieve such Indemnifying Party of its obligations hereunder except to the extent such failure shall have materially prejudiced such Indemnifying Party. B. The Indemnifying Party shall have the right to assume and control the defense of such Indemnification Proceeding. The Indemnifying Party shall not, or in the assertion defense of such claim or demandany litigation resulting therefrom, promptly after consent to entry of any judgment (other than a judgment of dismissal on the indemnified party first becomes aware thereof; provided, however, that any failure by merits without costs) except with the indemnified party to give such notice on such prompt basis shall not affect any of its rights to indemnification hereunder unless such failure materially and adversely affects the ability of the indemnifying party to defend such proceeding. 8.3.2 The indemnifying party shall have the right, at its option and at its own expense, to be represented by counsel of its choice, subject to the approval of the indemnified party, which approval shall not be unreasonably withheld or delayed, and to defend against, negotiate with respect to, settle or otherwise deal with such proceeding, claim or demand; provided, however, that no settlement of such proceeding, claim or demand shall be made without the prior written consent of the indemnified partyIndemnified Party, or enter into any settlement (except with the written consent of the Indemnified Party) which consent does not include as an unconditional term thereof the giving by claimant or plaintiff to the Indemnified Party of a release from all liability in respect of such claim or litigation. If the Indemnifying Party has assumed the defense of an Indemnification Proceeding as provided in this Section 8.5(B), the Indemnifying Party shall not be unreasonably withheld or delayed, unless, pursuant liable for any legal expenses incurred by the Indemnified Party in connection with a defense of an Indemnification Proceeding. Anything in this Section 8.5 to the terms and conditions of such settlementcontrary notwithstanding, the indemnified party shall be released from any liability or other exposure with respect to such proceedingIndemnified Party may, claim or demand; and provided, further, that the indemnified party may participate in any such proceeding with counsel of its choice and at its own expense, participate in the defense of any such claim or litigation. In all cases, the Indemnified Party shall cooperate with the Indemnifying Party in the defense of claims or litigation, including by making employees, information, and documentation reasonably available. Notwithstanding any provision herein to the contrary, the Indemnifying Party shall not have the right to assume control of such defense and shall pay the reasonable fees and expenses of one (1) counsel retained by the Indemnified Party, if the claim which the Indemnifying Party seeks to assume control (i) seeks non-monetary relief, except where non-monetary relief is incidental to a primary claim or primary claims for monetary damages, (ii) involves criminal or quasi-criminal allegations or (iii) involves a claim which, upon petition by the Indemnified Party, the appropriate court rules that the Indemnifying Party failed or is failing to diligently prosecute or defend. In the event, or to event that the extentIndemnified Party assumes control of such defense, the indemnifying party elects Indemnifying Party shall not to, be bound by any determination of such matter or fails to, defend such proceeding, claim any compromise or demand and the indemnified party defends against, settles or otherwise deals with any such proceeding, claim or demand, any settlement thereof may be made without the consent of the indemnifying party if it is given Indemnifying Party which consent shall not be unreasonably withheld. C. In the event that the Indemnifying Party does not assume the defense of an Indemnification Proceeding after receipt of written notice of from such Indemnified Party, the material terms and conditions of Indemnified Party may defend against the Indemnification Proceeding in such settlement at least ten (10) business days prior to a binding agreement with respect to such settlement being reachedmanner as it deems appropriate. Each of In effecting the parties agrees to cooperate fully with each other in connection with the defense, negotiation or settlement of any such proceedingIndemnification Proceeding, claim or demandthe Indemnified Party shall act in good faith, shall consult with the Indemnifying Party and shall enter into only such a settlement as the Indemnifying Party shall approve (the Indemnifying Party’s approval will be implied if it does not respond within five (5) business days of its receipt of the written notice of such a settlement offer).

Procedure for Indemnification. 8.3.1 In Each party indemnified under paragraph (a) or (b) of this SECTION 8 (the event that any legal proceedings are instituted"INDEMNIFIED PARTY") shall, or promptly after receipt of notice of any claim or demand is asserted, by the commencement of any third party which may give rise to any damage, liability, loss, or cost or expense action against such Indemnified Party in respect of which either indemnity may be sought, notify the party has indemnified required to provide indemnification (the other party under this Section 8 above, the indemnified party shall give the indemnifying party written notice "INDEMNIFYING PARTY") in writing of the institution of such proceeding, claim or the assertion commencement thereof; provided that the failure of the Indemnified Party to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability which it may have to an Indemnified Party on account of the indemnity agreement contained in paragraph (a) or (b) of this SECTION 8, unless the Indemnifying Party was materially prejudiced by such failure, and in no event shall relieve the Indemnifying Party from any other liability which it may have to such Indemnified Party. If any such claim or action shall be brought against an Indemnified Party, it shall notify the Indemnifying Party thereof and the Indemnifying Party shall be entitled to participate therein, and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. After notice from the Indemnifying Party to the Indemnified Party of its election to assume the defense of such claim or demandaction, promptly after the indemnified party first becomes aware thereof; providedIndemnifying Party shall not be liable (except to the extent the proviso to this sentence is applicable, however, that in which event it will be so liable) to the Indemnified Party under this SECTION 8 for any failure legal or other expenses subsequently incurred by the indemnified party to give such notice on such prompt basis shall not affect any Indemnified Party in connection with the defense thereof other than reasonable costs of its rights to indemnification hereunder unless such failure materially and adversely affects the ability of the indemnifying party to defend such proceeding. 8.3.2 The indemnifying party investigation; provided that each Indemnified Party shall have the rightright to employ separate counsel to represent it and assume its defense (in which case, at its option the Indemnifying Party shall not represent it) if (i) upon the advice of counsel, the representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, or (ii) in the event the Indemnifying Party has not assumed the defense thereof within ten (10) days of receipt of notice of such claim or commencement of action, and at its own expensein which case the fees and expenses of one such separate counsel shall be paid by the Indemnifying Party. If any Indemnified Party employs such separate counsel it will not enter into any settlement agreement which is not approved by the Indemnifying Party, such approval not to be represented by counsel unreasonably withheld. If the Indemnifying Party so assumes the defense thereof, it may not agree to any settlement of its choice, subject to the approval of the indemnified party, which approval shall not be unreasonably withheld or delayed, and to defend against, negotiate with respect to, settle or otherwise deal with any such proceeding, claim or demand; providedaction as the result of which any remedy or relief, however, that no settlement of such proceeding, claim or demand other than monetary damages for which the Indemnifying Party shall be made responsible hereunder, shall be applied to or against the Indemnified Party, without the prior written consent of the indemnified party, Indemnified Party. In any action hereunder as to which consent shall not be unreasonably withheld or delayed, unless, pursuant the Indemnifying Party has assumed the defense thereof with counsel reasonably satisfactory to the terms and conditions of such settlementIndemnified Party, the indemnified party Indemnified Party shall continue to be released from any liability or other exposure with respect entitled to such proceeding, claim or demand; and provided, further, that the indemnified party may participate in any such proceeding the defense thereof, with counsel of its choice and at its own expensechoice, but, except as set forth above, the Indemnifying Party shall not be obligated hereunder to reimburse the Indemnified Party for the costs thereof. In If the eventindemnification provided for in this Section shall for any reason be unavailable to an Indemnified Party in respect of any loss, claim, damage or liability, or any action in respect thereof, referred to therein, then each Indemnifying Party shall, in lieu of indemnifying such Indemnified Party, contribute to the extentamount paid or payable by such Indemnified Party as a result of such loss, the indemnifying party elects not toclaim, damage or liability, or fails toaction in respect thereof, defend in such proceeding, claim or demand proportion as shall be appropriate to reflect the relative fault of the Indemnifying Party on the one hand and the indemnified party defends against, settles or otherwise deals with any such proceeding, claim or demand, any settlement thereof may be made without Indemnified Party on the consent of the indemnifying party if it is given written notice of the material terms and conditions of such settlement at least ten (10) business days prior to a binding agreement other with respect to the statements or omissions which resulted in such settlement being reachedloss, claim, damage or liability, or action in respect thereof, as well as any other relevant equitable considerations. Each The relative fault shall be determined by reference to whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Indemnifying Party on the one hand or the Indemnified Party on the other, the intent of the parties agrees and their relative knowledge, access to cooperate fully with each other information and opportunity to correct or prevent such statement or omission, but not by reference to any Indemnified Party's stock ownership in the Company. In no event, however, shall the Holder of Registrable Securities be required to contribute in excess of the amount of the net proceeds received by the Holder in connection with the defensesale of Registrable Securities in the offering which is the subject of such loss, negotiation claim, damage or settlement liability. The amount paid or payable by an Indemnified Party as a result of the loss, claim, damage or liability, or action in respect thereof, referred to above in this paragraph shall be deemed to include, for purposes of this paragraph, any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such proceeding, claim action or demandclaim. No person guilty of fraudulent misrepresentation (within the meaning of Section 12(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

Procedure for Indemnification. 8.3.1 In the event that any legal proceedings are instituted, (a) All claims for indemnification by a Buyer Indemnified Party or any claim or demand is assertedSeller (collectively, by any the "Indemnified Persons") pursuant to this Section 11 shall be made in accordance with the provisions of this Agreement and the Escrow Agreement, as applicable (the "Indemnification Documents"). (b) If a third party asserts that an Indemnified Person is liable to such third party for a monetary or other obligation which may give rise constitute or result in Damages for which such Indemnified Person may be entitled to any damage, liability, loss, or cost or expense in respect of which either party has indemnified the other party under indemnification pursuant to this Section 8 above11, then such Indemnified Person may make a claim for indemnification pursuant to this Section 11 and shall be reimbursed in accordance with the indemnified party shall give the indemnifying party written notice applicable provisions of the institution of Indemnification Documents, for any such proceeding, or the assertion of such claim or demand, promptly after the indemnified party first becomes aware thereof; provided, however, that any failure by the indemnified party to give such notice on such prompt basis shall not affect any of its rights Damages for which it is entitled to indemnification hereunder unless such failure materially and adversely affects the ability of the indemnifying party pursuant to defend such proceeding. 8.3.2 The indemnifying party shall have the right, at its option and at its own expense, to be represented by counsel of its choice, this Section 11 (subject to the approval right of the indemnified partyShareholder Representative or Buyer, as the case may be, to dispute the Indemnified Person's entitlement to indemnification under the applicable terms of the Indemnification Documents). (c) The Indemnified Person shall give prompt written notification to the Shareholder Representative or Buyer, as the case may be, of the commencement of any action, suit or proceeding relating to a third party claim for which approval shall not indemnification pursuant to this Section 11 may be unreasonably withheld or delayed, and to defend against, negotiate with respect to, settle or otherwise deal with such proceeding, claim or demandsought; provided, however, that no delay on the part of the Indemnified Person in notifying the Shareholder Representative or Buyer, as the case may be, shall relieve Sellers or Buyer, as the case may be, of any liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such failure. Within thirty (30) days after delivery of such notification, the Shareholder Representative or Buyer, as the case may be, may, upon written notice thereof to the Indemnified Person, assume control of the defense of such action, suit or proceeding (to the extent such action, suit or proceeding relates to matters for which indemnification is being sought from such party) provided the Shareholder Representative or Buyer, as the case may be, acknowledges in writing to the Indemnified Person that any damages, fines, costs or other liabilities that may be assessed against the Indemnified Person in connection with such action, suit or proceeding constitute Damages for which the Indemnified Person shall be entitled to indemnification pursuant to this Section 11. If the Shareholder Representative or Buyer, as the case may be, does not so assume control of such defense, the Indemnified Person shall control such defense. The party not controlling such defense may participate therein at its own expense. The party controlling such defense shall keep the other party advised of the status of such action, suit or proceeding and the defense thereof. The Indemnified Person shall not agree to any settlement of such proceedingaction, claim suit or demand shall be made proceeding without the prior written consent of the indemnified partyShareholder Representative or Buyer, as the case may be, which consent shall not be unreasonably withheld withheld. The Shareholder Representative or delayedBuyer, unlessas the case may be, pursuant shall not agree to the terms and conditions any settlement of such settlementaction, the indemnified party shall be released from any liability suit or other exposure with respect to such proceeding, claim or demand; and provided, further, that the indemnified party may participate in any such proceeding with counsel of its choice and at its own expense. In the event, or to the extent, the indemnifying party elects not to, or fails to, defend such proceeding, claim or demand and the indemnified party defends against, settles or otherwise deals with any such proceeding, claim or demand, any settlement thereof may be made without the prior written consent of the indemnifying party if it is given written notice of the material terms and conditions of such settlement at least ten (10) business days prior to a binding agreement with respect to such settlement being reached. Each of the parties agrees to cooperate fully with each other in connection with the defenseIndemnified Person, negotiation or settlement of any such proceeding, claim or demandwhich shall not be unreasonably withheld.

Procedure for Indemnification. 8.3.1 In the event that any legal proceedings are instituted, or any claim or demand (a) If there is asserted, by asserted any third party which claim, demand, action or other proceeding and in the judgment of the party hereto that is entitled to indemnification under this Agreement (the "Indemnified Party") such claim, demand, action or other proceeding may give rise to any damage, liability, lossLosses indemnifiable pursuant to this Article 9, or cost if the Indemnified Party determines the existence of the foregoing, whether or expense in respect of which either party has indemnified not the other party under this Section 8 abovesame shall have been asserted, the indemnified party such Indemnified Party shall give the indemnifying party from whom indemnity is sought (the "Indemnitor") written notice within thirty (30) Business Days of the assertion of the claim, demand, action or other proceeding or, if earlier, within ten (10) Business Days of receipt of notice of the institution filing of any lawsuit based upon such assertion, or, with respect to a claim not yet asserted against the Indemnified Party, promptly upon the determination by an executive officer of the Indemnified Party of the existence of the same. (b) With respect to any claim, demand, action or other proceeding asserted by a third party, the Indemnified Party shall give the Indemnitor a reasonable opportunity of assuming the defense of such proceedingclaim, or the assertion of such claim or demand, promptly after action or other proceeding using counsel reasonably acceptable to the indemnified party first becomes aware thereofIndemnified Party; provided, however, that any failure by the indemnified party to give such notice on such prompt basis shall not affect any of its rights to indemnification hereunder unless such failure materially and adversely affects the ability of the indemnifying party to defend such proceeding. 8.3.2 The indemnifying party Indemnified Party shall have the rightright to participate in such defense, at its option except that if the Indemnified Party retains separate counsel, other than in the event of a conflict of interest requiring the retention of separate counsel, the Indemnified Party shall assume and at its own expense, to be represented by counsel of its choice, subject to pay the approval fees and expenses of the indemnified partyseparate counsel. If the Indemnitor fails to assume the defense or to contest in good faith any such claim, which approval demand, action or other proceeding the Indemnified Party shall not be unreasonably withheld or delayed, and have the right to defend against, negotiate with respect todefend, settle or otherwise deal with pay the same and pursue its remedies against the Indemnitor hereunder. (c) Failure by the Indemnified Party to give timely notice pursuant to this Section shall not relieve the Indemnitor of its obligations, except to the extent that the Indemnitor is actually and materially prejudiced by such proceeding, claim failure to give timely notice. No settlement or demand; provided, however, that no settlement of such proceeding, claim or demand adjustment shall be made without the Indemnified Party's prior written consent of the indemnified partyconsent, which consent shall not be unreasonably withheld or delayed. (d) The Indemnified Party shall, unlessin connection with a claim, demand, action or other proceeding asserted by a third party, cooperate with the Indemnitor in any defense which the Indemnitor assumes as described above; provided that, the Indemnitor shall hold the Indemnified Party harmless from all of its out-of-pocket expenses, including attorneys' fees and expenses, incurred in connection with the Indemnified Party's cooperation. The Indemnified Party shall cooperate with the Indemnitor in all reasonable respects in connection with such defense including by providing, to the extent relevant to such claim (i) prompt access to computer systems, compilations, historical data and other information related to the LLC; (ii) copies of all books and records related to the LLC; (iii) access to relevant personnel related to the LLC; and (iv) generating records, data, compilations and other required support related to the LLC that is necessary to assist the Indemnitor in reducing its indemnification obligation. No settlement or adjustment shall be made without Indemnitor's prior written consent, which consent shall not be unreasonably withheld or delayed. (e) Notwithstanding anything contained elsewhere in this Section 9.2, if an offer of compromise is received by the Indemnitor with respect to a third party claim, demand, action or other proceeding related to any of the Losses pursuant to this Article 9, the terms Indemnitor may notify the Indemnified Party in writing of the Indemnitor's willingness to compromise or settle such claim, demand, action or other proceeding on the basis set forth in such notice at the sole expense of the Indemnitor, and conditions of with no further Losses or Liability to, or other continuing obligation on the part of, the Indemnified Party or with respect to the Business or the Equipment, except as set forth below in this paragraph. If the Indemnified Party declines to accept such compromise or settlement, the indemnified party shall be released from any liability Indemnified Party may assume control and continue to contest such claim, demand, action or other exposure proceeding free of any participation by the Indemnitor, at the Indemnified Party's sole expense. In such event, the obligation of the Indemnitor to the Indemnified Party with respect to such claim, demand, action or other proceeding shall be equal to the lesser of: (i) the amount of the offer of compromise or settlement which the Indemnified Party declined to accept and the amount of any expenses incurred prior to such offer of compromise or settlement, and (ii) the actual Losses of the Indemnified Party as a result of the Indemnified Party's continuing to contest such claim, demand, action or other proceeding. The Indemnitor shall, in connection with such continued contest of the relevant claim, demand, action or other proceeding, claim or demandcooperate with the Indemnified Party in such continued contest; and providedprovided that, further, that the indemnified party may participate in any such proceeding with counsel Indemnified Party shall hold the Indemnitor harmless from all of its choice out-of pocket expenses, including reasonable attorneys' fees and at its own expense. In the eventexpenses, or to the extent, the indemnifying party elects not to, or fails to, defend such proceeding, claim or demand and the indemnified party defends against, settles or otherwise deals with any such proceeding, claim or demand, any settlement thereof may be made without the consent of the indemnifying party if it is given written notice of the material terms and conditions of such settlement at least ten (10) business days prior to a binding agreement with respect to such settlement being reached. Each of the parties agrees to cooperate fully with each other incurred in connection with the defense, negotiation Indernnitor's cooperation after the offer of compromise or settlement had been made. The Indemnitor shall cooperate with the Indemnified Party in all reasonable respects in connection with such continued defense including by providing, to the extent relevant to such defense (i) prompt access to computer systems, compilations, historical data and other information related to the defense; (ii) copies of all books and records related to the defense; (iii) access to relevant personnel related to the defense; and (iv) generating records, data, compilations and other required support related to the defense that is necessary to assist the Indemnified Party in reducing its Liability for any such proceedingLosses not covered by the indemnification. (f) The Indemnitor shall, claim in connection with a claim, demand, action or demandother proceeding asserted by a third party, keep the Indemnified Party fully informed in connection with any defense which the Indemnitor assumes as described above whether or not the Indemnified Party chooses to be represented by separate counsel.

Procedure for Indemnification. 8.3.1 In the event that The following provisions shall apply to any legal proceedings are instituted, or any claim or demand is asserted, by any Claims for which an Indemnifying Party may be obligated to indemnity an Indemnified Party pursuant to this Agreement: (a) upon receipt from a third party which may give rise to any damage, liability, loss, by the Indemnified Party of notice of a Claim or cost or expense the Indemnified Party becoming aware of a Claim in respect of which either party has indemnified the other party under this Section 8 aboveIndemnified Party proposes to demand indemnification from the Indemnifying Party, the indemnified party Indemnified Party shall give notice to that effect to the indemnifying party written notice of the institution of such proceedingIndemnifying Party with reasonable promptness, or the assertion of such claim or demand, promptly after the indemnified party first becomes aware thereof; provided, however, provided that any failure by the indemnified party to give such notice on such prompt basis shall not affect relieve the Indemnifying Party from any liability it may have to the Indemnified Party except to the extent that the Indemnifying Party is prejudiced thereby; (b) in the case of its rights to indemnification hereunder unless such failure materially and adversely affects Claims arising from third parties, the ability of the indemnifying party to defend such proceeding. 8.3.2 The indemnifying party Indemnifying Party shall have the right, at its option and at its own expense, to be represented right by counsel of its choice, subject notice to the approval Indemnified Party not later than 30 days after receipt of the indemnified party, which approval shall not be unreasonably withheld or delayed, and notice described in paragraph (a) above to defend against, negotiate with respect to, settle or otherwise deal with such proceeding, claim or demand; provided, however, that no settlement of such proceeding, claim or demand shall be made without assume the prior written consent control of the indemnified partydefence, which consent shall not be unreasonably withheld or delayed, unless, pursuant to the terms and conditions of such settlement, the indemnified party shall be released from any liability or other exposure with respect to such proceeding, claim or demand; and provided, further, that the indemnified party may participate in any such proceeding with counsel of its choice and at its own expense. In the event, or to the extent, the indemnifying party elects not to, or fails to, defend such proceeding, claim or demand and the indemnified party defends against, settles or otherwise deals with any such proceeding, claim or demand, any settlement thereof may be made without the consent of the indemnifying party if it is given written notice of the material terms and conditions of such settlement at least ten (10) business days prior to a binding agreement with respect to such settlement being reached. Each of the parties agrees to cooperate fully with each other in connection with the defense, negotiation compromise or settlement of the Claims, provided that such assumption shall, by its terms, be without costs to the Indemnified Party and the Indemnifying Party shall at the Indemnified Party's request furnish it with reasonable security against any costs or other liabilities to which it may be or become exposed by reason of such proceedingdefence, claim compromise or demandsettlement; (c) upon the assumption of control by the Indemnifying Party as aforesaid, the Indemnifying Party shall diligently proceed with the defence, compromise or settlement of the Claims at its sole expense, including employment of counsel and, in connection therewith, the Indemnified Party shall co-operate fully, but at the expense of the Indemnifying Party, to make available to the Indemnifying Party all pertinent information and witnesses under the Indemnified Party's control, make such assignments and take such other steps as in the opinion of counsel for the Indemnifying Party are necessary to enable the Indemnifying Party to conduct such defence; provided always that the Indemnified Party shall be entitled to reasonable security from the Indemnifying Party for any expense, costs or other liabilities to which it may be or may become exposed by reason of such co-operation; and, (d) should the Indemnifying Party fail to give notice to the Indemnified Party as provided in paragraph (b) above, the Indemnified Party shall be entitled to make such settlement of the Claims as in its sole discretion may appear advisable, and such settlement or any other final determination of the Claims shall be binding upon the Indemnifying Party.

Procedure for Indemnification. 8.3.1 In the event that The following provisions shall apply to any legal proceedings are instituted, or any claim or demand is asserted, by any Claims for which an Indemnifying Party may be obligated to indemnify an Indemnified Party pursuant to this Agreement: (a) upon receipt from a third party which may give rise to by the Indemnified Party of notice of a Claim or the Indemnified Party becoming aware of any damage, liability, loss, or cost or expense Claims in respect of which either party has indemnified the other party under this Section 8 aboveIndemnified Party proposes to demand indemnification from the Indemnifying Party, the indemnified party Indemnified Party shall give notice to that effect to the indemnifying party written notice of the institution of such proceedingIndemnifying Party with reasonable promptness, or the assertion of such claim or demand, promptly after the indemnified party first becomes aware thereof; provided, however, provided that any failure by the indemnified party to give such notice on such prompt basis shall not affect relieve the Indemnifying Party from any liability it may have to the Indemnified Party except to the extent that the Indemnifying Party is prejudiced thereby; (b) in the case of its rights to indemnification hereunder unless such failure materially and adversely affects Claims arising from third parties, the ability of the indemnifying party to defend such proceeding. 8.3.2 The indemnifying party Indemnifying Party shall have the right, at its option and at its own expense, to be represented right by counsel of its choice, subject notice to the approval Indemnified Party not later than 20 days after receipt of the indemnified partynotice described in Section 9.3(a) to assume the control of the defense, which approval shall not be unreasonably withheld compromise or delayed, and to defend against, negotiate with respect to, settle or otherwise deal with such proceeding, claim or demand; provided, however, that no settlement of the Claims, provided that such proceedingassumption shall, claim or demand shall by its terms, be made without the prior written consent of the indemnified party, which consent shall not be unreasonably withheld or delayed, unless, pursuant costs to the terms Indemnified Party and conditions the Indemnifying Party shall at the Indemnified Party’s request furnish it with reasonable security against any costs or other liabilities to which it may be or become exposed by reason of such defense, compromise or settlement; (c) upon the assumption of control by the Indemnifying Party as aforesaid, the indemnified party Indemnifying Party shall be released from any liability or other exposure with respect to such proceeding, claim or demand; and provided, further, that the indemnified party may participate in any such proceeding with counsel of its choice and at its own expense. In the event, or to the extent, the indemnifying party elects not to, or fails to, defend such proceeding, claim or demand and the indemnified party defends against, settles or otherwise deals with any such proceeding, claim or demand, any settlement thereof may be made without the consent of the indemnifying party if it is given written notice of the material terms and conditions of such settlement at least ten (10) business days prior to a binding agreement with respect to such settlement being reached. Each of the parties agrees to cooperate fully with each other in connection diligently proceed with the defense, negotiation compromise or settlement of the Claims at its sole expense, including employment of counsel reasonably satisfactory to the Indemnified Party and, in connection therewith, the Indemnified Party shall cooperate fully, but at the expense of the Indemnifying Party, to make available to the Indemnifying Party all pertinent information and witnesses under the Indemnified Party’s control, make such assignments and take such other steps as in the opinion of counsel for the Indemnifying Party are necessary to enable the Indemnifying Party to conduct such defense; provided always that the Indemnified Party shall be entitled to reasonable security from the Indemnifying Party for any expense, costs or other liabilities to which it may be or may become exposed by reason of such cooperation; (d) the final determination of any such proceedingClaims arising from third parties, claim including all related costs and expenses, will be binding and conclusive upon the Parties as to the validity or demandinvalidity, as the case may be, of such Claims against the Indemnifying Party hereunder; and (e) should the Indemnifying Party fail to give notice to the Indemnified Party as provided in Section 9.3(b), the Indemnified Party shall be entitled to make such settlement of the Claims as in its sole discretion may appear reasonably advisable, and such settlement or any other final determination of the Claims shall be binding upon the Indemnifying Party.

Procedure for Indemnification. 8.3.1 In the event that any legal proceedings are instituted, or any claim or demand is asserted, by any third Indemnification .1 Any party which may give rise is entitled to any damage, liability, loss, or cost or expense in respect of which either party has be indemnified hereunder (the other party under this Section 8 above, the indemnified party "Indemnified Party") shall give notice hereunder to the indemnifying party ("Indemnifying Party") promptly after obtaining written notice of any claim as to which recovery may be sought against such Indemnifying Party because of the institution terms of this Section 10 and, if such proceedingindemnity shall arise from the claim of a third party, shall permit the Indemnifying Party to assume the defense of any such claim and any litigation resulting from such claim using such legal counsel as shall be reasonably acceptable to the Indemnified Party. Any notice given pursuant to this Paragraph 10.4.1 shall be accompanied by copies of all materials in possession of the Indemnified Party which reasonably relate to such claim. Notwithstanding the foregoing, the right to indemnification hereunder shall not be affected by any failure of an Indemnified Party to give such notice or related materials or delay by an Indemnified Party in giving such notice or related materials unless, except to the extent that the rights and remedies of the Indemnifying Party shall have been prejudiced as a result of the failure to give, or delay in giving, such notice or related materials. Failure by an Indemnifying Party to notify an Indemnified Party of his or its election to defend any such claim or action by a third party within twenty-one (21) days after notice thereof shall have been given to the assertion Indemnifying Party shall be deemed a waiver by such Indemnifying Party of his or its right to defend such claim or action. .2 If the Indemnifying Party shall assume the defense of such claim or demandlitigation resulting therefrom, promptly after the indemnified party first becomes aware thereof; providedobligations of the Indemnifying Party hereunder as to such claim shall include, howeverin addition to the indemnification required hereby, that the taking all steps necessary in the defense or settlement of such claim or litigation. Such Indemnifying Party shall not, in the defense of such claim or any failure litigation resulting therefrom, consent to the entry of any judgment (other than a judgment of dismissal on the merits without costs) except with the written consent of the Indemnified Party (which consent shall not be unreasonably withheld) or enter into any settlement (except with the written consent of the Indemnified Party which consent shall not be unreasonably withheld) which does not include as an unconditional term thereof the giving by the indemnified party claimant or the plaintiff to give the Indemnified Party of a release from all liability in respect of such claim or litigation. Anything in this Paragraph 10.4.2 to the contrary notwithstanding, the Indemnified Party may, with separate counsel of its choice and at its expense, participate in the defense of any such claim or litigation. .3 If the Indemnifying Party shall not assume the defense of any such claim by a third party, or any litigation resulting therefrom, after receipt of notice from such Indemnified Party, the Indemnified Party may defend against such claim or litigation in such manner as it deems appropriate, and unless the Indemnifying Party shall, at its option, provide a bond to, or deposit with the Indemnified Party a sum equivalent to the lesser of (x) the total amount which may be required to be paid in indemnification pursuant to this Section 10 or (y) the total amount demanded in such claim or litigation plus the Indemnified Party's estimate of the costs of defending the same, the Indemnified Party may settle such claim or litigation on such prompt basis shall not affect any of its rights to indemnification hereunder unless such failure materially terms as it may deem appropriate and adversely affects the ability of the indemnifying party to defend such proceeding. 8.3.2 The indemnifying party shall have the right, at its option and at its own expense, right to be represented by counsel of its choicereceive, subject to the approval terms of this Agreement, the indemnified party, which approval shall not be unreasonably withheld Damages incurred by the Indemnified Party in connection with the defense against or delayed, and to defend against, negotiate with respect to, settle or otherwise deal with such proceeding, claim or demand; provided, however, that no settlement of such proceeding, claim or demand litigation. If the Indemnifying Party shall be made provide such bond or deposit, the Indemnified Party shall not settle any such claim or litigation without the prior written consent of the indemnified partyIndemnifying Party, which consent shall not be unreasonably withheld or delayed, unless, pursuant withheld. .4 Subject to the terms and conditions of such settlementany limitation expressly established herein, the indemnified party Indemnified Party shall be released have the right to receive from any liability or other exposure with respect to such proceeding, claim or demand; and provided, further, that the indemnified party may participate in any such proceeding with counsel Indemnifying Party the amount of its choice and at its own expense. In all Damages incurred by the event, or to the extent, the indemnifying party elects not to, or fails to, defend such proceeding, claim or demand and the indemnified party defends against, settles or otherwise deals with any such proceeding, claim or demand, any settlement thereof may be made without the consent of the indemnifying party if it is given written notice of the material terms and conditions of such settlement at least ten (10) business days prior to a binding agreement with respect to such settlement being reached. Each of the parties agrees to cooperate fully with each other Indemnified Party in connection with the defense, negotiation or settlement of any such proceeding, defense against a claim or demandlitigation by a third party, whether or not resulting from, arising out of, or incurred with respect to, the act of a third party. .5 Notwithstanding anything to the contrary contained herein, any and all amounts to be paid by Seller to Buyer pursuant to this Section 10 shall be satisfied solely by set-off by Buyer against payments, if any, to be made by Buyer to Seller pursuant to the Payment Note, in reverse order of maturity.

Procedure for Indemnification. 8.3.1 In the event that The following provisions shall apply to any legal proceedings are instituted, or any claim or demand is asserted, by any Claims for which an Indemnifying Party may be obligated to indemnify an Indemnified Party pursuant to this Agreement: (a) upon receipt from a third party which may give rise to any damage, liability, loss, by the Indemnified Party of notice of a Claim or cost or expense the Indemnified Party becoming aware of a Claim in respect of which either party has indemnified the other party under this Section 8 aboveIndemnified Party proposes to demand indemnification from the Indemnifying Party, the indemnified party Indemnified Party shall give notice to that effect to the indemnifying party written notice of the institution of such proceedingIndemnifying Party with reasonable promptness, or the assertion of such claim or demand, promptly after the indemnified party first becomes aware thereof; provided, however, provided that any failure by the indemnified party to give such notice on such prompt basis shall not affect relieve an Indemnifying Party from any liability it may have to the Indemnified Party except to the extent that the Indemnifying Party is prejudiced thereby; (b) in the case of its rights to indemnification hereunder unless such failure materially and adversely affects Claims arising from third parties, the ability of the indemnifying party to defend such proceeding. 8.3.2 The indemnifying party Indemnifying Party shall have the right, at its option and at its own expense, to be represented right by counsel of its choice, subject notice to the approval Indemnifying Party not later than 300 days after receipt of the indemnified partynotice described in paragraph (1) above to assume the control of the defense, which approval shall not be unreasonably withheld compromise or delayed, and to defend against, negotiate with respect to, settle or otherwise deal with such proceeding, claim or demand; provided, however, that no settlement of the Claims, provided that such proceedingassumption shall, claim or demand shall by its terms, be made without the prior written consent of the indemnified party, which consent shall not be unreasonably withheld or delayed, unless, pursuant costs to the terms Indemnified Party and conditions the Indemnifying Party shall at the Indemnifying Party's request furnish it with reasonable security against any costs or other liabilities to which it may be or become exposed by reason of such defense, compromise or settlement; (c) upon the assumption of control by the Indemnifying Party as aforesaid, the indemnified party Indemnifying Party shall be released from any liability or other exposure with respect to such proceeding, claim or demand; and provided, further, that the indemnified party may participate in any such proceeding with counsel of its choice and at its own expense. In the event, or to the extent, the indemnifying party elects not to, or fails to, defend such proceeding, claim or demand and the indemnified party defends against, settles or otherwise deals with any such proceeding, claim or demand, any settlement thereof may be made without the consent of the indemnifying party if it is given written notice of the material terms and conditions of such settlement at least ten (10) business days prior to a binding agreement with respect to such settlement being reached. Each of the parties agrees to cooperate fully with each other in connection diligently proceed with the defense, negotiation compromise or settlement of the Claims at its sole expense, including employment of counsel reasonably satisfactory to the Indemnified Party and, in connection therewith, the Indemnified Party shall co-operate fully, but at the expense of the Indemnifying Party, to make available to the Indemnifying Party all pertinent information and witnesses under the Indemnified Party's control, make such assignments and take such other steps as in the opinion of the counsel for the 3(a)(1)-21 Indemnifying Party are necessary to enable the Indemnifying Party to conduct such defense; provided always that the Indemnified Party shall be entitled to reasonable security from the Indemnifying Party for the expense, costs of other liabilities to which it may be or may become exposed by reason of such co-operation; (d) the final determination of any such proceedingClaims arising from third parties, claim including all related costs and expenses, will be binding and conclusive upon the Parties as to the validity or demandinvalidity, as the case may be of such Claims against the Indemnifying Party hereunder; (e) should the Indemnifying Party fail to give notice to the Indemnified Party as provided in paragraph (b) above, the Indemnified Party shall be entitled to make such settlement of the Claims as in its sole discretion may appear advisable, and such settlement or any other final determination of the Claims shall be binding upon the Indemnifying Party.

Procedure for Indemnification. 8.3.1 In the event If a third-party claim is made against a Seller Indemnitee or a Buyer Indemnitee (an “Indemnitee”), and if such Indemnitee believes that any legal proceedings are instituted, or any such claim or demand is asserted, by any third party which may could give rise to any damagea right of indemnification, liability, loss, or cost or expense in respect of which either party has indemnified the other party under this Section 8 above, the indemnified party then such Indemnitee shall give the indemnifying party written notice of to the institution of such proceeding, or the assertion party obligated to provide indemnification hereunder (an “Indemnifying Party”) of such claim or demand, promptly as soon as reasonably practicable after the indemnified party first becomes aware thereof; provided, however, such Indemnitee has received notice thereof (provided that any failure by the indemnified party to give timely notice shall not limit the indemnification obligations of the Indemnifying Party hereunder except to the extent that the delay in giving, or failure to give, such notice on such prompt basis shall not affect any of its rights to indemnification hereunder unless such failure has materially and adversely affects prejudiced the ability of the indemnifying party Indemnifying Party to defend the claim). The Indemnifying Party shall defend such claim, at the Indemnifying Party’s own expense and with counsel selected by the Indemnifying Party and reasonably satisfactory to such Indemnitee, provided that an Indemnitee shall at all times also have the right to fully participate in the defense at its own expense (and may retain its own counsel at the expense of the Indemnifying Party if it shall reasonably determine that representation of it and the Indemnifying Party by the same counsel would present an ethical conflict of interest; provided that the Indemnifying Party will only be responsible under such circumstances for the expenses of a single additional counsel for all Indemnitees). If the Indemnifying Party shall fail to defend such proceeding. 8.3.2 The indemnifying party claim within 15 days after notice thereof shall have been given by an Indemnitee to the Indemnifying Party or if the Indemnifying Party shall not diligently pursue such a defense, such Indemnitee shall have the right, at its option and at its own expensebut not the obligation, to be represented by counsel of its choice, subject to undertake the approval of the indemnified party, which approval shall not be unreasonably withheld or delayeddefense of, and to defend againstcompromise or settle (exercising reasonable business judgment), negotiate with respect tothe claim on behalf, settle for the account, and at the risk and expense (including the payment of the reasonable attorneys’ fees of such Indemnitee regardless of whether the Indemnitee prevails against the third party claim) of the Indemnifying Party. If the Indemnifying Party assumes the defense of such claim, the obligation of the Indemnifying Party hereunder as to such claim shall include taking all steps necessary in the defense or otherwise deal with such proceeding, claim or demand; provided, however, that no settlement of such proceeding, claim or demand shall be made without the prior written consent of the indemnified party, which consent claim. The Indemnifying Party shall not be unreasonably withheld or delayed, unless, pursuant consent to the terms and conditions entry of any judgment or settle or compromise any third-party demands, claims, actions, suits or proceedings for which an Indemnitee has sought indemnification from the Indemnifying Party unless it shall have given such settlement, the indemnified party shall be released from any liability or other exposure with respect to such proceeding, claim or demand; and provided, further, that the indemnified party may participate in any such proceeding with counsel of its choice and at its own expense. In the event, or to the extent, the indemnifying party elects Indemnitee not to, or fails to, defend such proceeding, claim or demand and the indemnified party defends against, settles or otherwise deals with any such proceeding, claim or demand, any settlement thereof may be made without the consent of the indemnifying party if it is given less than 15 days prior written notice of the material terms proposed consent, settlement or compromise, and conditions afforded such Indemnitee an opportunity to consult with the Indemnifying Party regarding the proposed consent, settlement or compromise, and shall not consent to the entry of any judgment or enter into any settlement or compromise without the approval of such Indemnitee. An Indemnitee shall not unreasonably withhold or delay its approval of a proposed consent, settlement at least ten (10) business days prior or compromise. In determining whether to a binding agreement with respect give its approval, an Indemnitee may consider whether the proposed consent, settlement or compromise includes as an unconditional term thereof the giving by the claimant to such settlement being reached. Each Indemnitee of a release from all Liabilities in respect of such claim except the parties agrees to cooperate fully with each other in connection with Liabilities satisfied by the defense, negotiation or settlement of any such proceeding, claim or demandIndemnifying Party.

Procedure for Indemnification. 8.3.1 In the event that any legal proceedings are instituted, or any (a) Promptly after receipt by an indemnified party (an "Indemnified Party") under this Article V of notice of a claim or demand the commencement of any proceeding against it (a "Third Party Claim"), such Indemnified Party will, if a claim is assertedto be made against an indemnifying party (an "Indemnifying Party") under this Article V, by give written notice within 15 Business Days to the Indemnifying Party of the commencement of such claim or proceeding, describing in reasonable detail such claim or proceeding, but the failure to notify the Indemnifying Party will not relieve the Indemnifying Party of any third party which liability that it may give rise have to any damageIndemnified Party, liability, loss, or cost or expense in respect except to the extent that the Indemnifying Party demonstrates that the defense of which either party has indemnified such action is prejudiced by the other party under this Section 8 above, Indemnifying Party's failure to give such notice. (b) Upon receipt by the indemnified party shall give the indemnifying party Indemnifying Party of written notice of the institution commencement of any proceeding against the Indemnified Party, the Indemnifying Party will, unless the claim is a Statute Claim, be entitled to participate in such proceeding and, to the extent that it wishes (unless (i) the Indemnifying Party is also a party to such proceeding and the Indemnified Party determines in good faith that joint representation would be inappropriate, or (ii) the Indemnifying Party fails to provide reasonable assurance to the Indemnified Party of its financial capacity to defend such proceeding and provide indemnification with respect to such proceeding), to assume the defense of such proceeding with counsel reasonably satisfactory to the Indemnified Party and, after notice from the Indemnifying Party to the Indemnified Party of its election to assume the defense of such proceeding, or the assertion of Indemnifying Party will not, as long as it diligently conducts such claim or demanddefense, promptly after the indemnified party first becomes aware thereof; provided, however, that any failure by the indemnified party to give such notice on such prompt basis shall not affect any of its rights to indemnification hereunder unless such failure materially and adversely affects the ability of the indemnifying party to defend such proceeding. 8.3.2 The indemnifying party shall have the right, at its option and at its own expense, to be represented by counsel of its choice, subject liable to the approval Indemnified Party under this Article V for any fees of the indemnified party, which approval shall not be unreasonably withheld other counsel or delayed, and to defend against, negotiate any other expenses with respect to, settle or otherwise deal with such proceeding, claim or demand; provided, however, that no settlement to the defense of such proceeding, claim in each case subsequently incurred by the Indemnified Party in connection with the defense of such proceeding, other than reasonable costs of investigation. If the Indemnifying Party assumes the defense of a proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; (ii) no compromise or demand shall settlement of such claims may be made effected by the Indemnifying Party without the prior written consent of the indemnified partyIndemnified Party's consent, which consent shall not be unreasonably withheld withheld, provided that the Indemnified Party's consent shall not be required if (A) there is no finding or delayedadmission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the Indemnified Party, unlessand (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party; and (iii) the Indemnified Party will have no liability with respect to any compromise or settlement of such claims effected without its consent, pursuant which consent shall not be unreasonably withheld. If notice is given to an Indemnifying Party of the commencement of any proceeding and the Indemnifying Party does not, within twenty days after the Indemnified Party's notice is given, give notice to the terms and conditions Indemnified Party of its election to assume the defense of such settlementproceeding, the indemnified party shall Indemnifying Party will be released from bound by any liability determination made in such proceeding or any compromise or settlement effected by the Indemnified Party. (c) Notwithstanding the foregoing, if an Indemnified Party determines in good faith that there is a reasonable probability that a proceeding may adversely affect it or its affiliates other exposure than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Party may, by notice to the Indemnifying Party, assume the exclusive right to defend, compromise, or settle such proceeding, but the Indemnifying Party will not be bound by any determination of a proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Sellers hereby consent to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Party for purposes of any claim that an Indemnified Party may have under this Agreement with respect to such proceeding, claim Proceeding or demand; the matters alleged therein and provided, further, agree that the indemnified party may participate in any such proceeding with counsel of its choice and at its own expense. In the event, or to the extent, the indemnifying party elects not to, or fails to, defend such proceeding, claim or demand and the indemnified party defends against, settles or otherwise deals with any such proceeding, claim or demand, any settlement thereof process may be made without the consent of the indemnifying party if it is given written notice of the material terms and conditions of such settlement at least ten (10) business days prior to a binding agreement served on Sellers with respect to such settlement being reacheda claim anywhere in the world. (e) A claim for indemnification for any matter not involving a third-party claim or a Proceeding shall be asserted by written notice by the Indemnified Party to the Indemnifying Party. Each of Claims against the parties agrees to cooperate fully with each other Xxxxx Escrow Account or the Xxxxxxx Escrow Account will be made in connection accordance with the defense, negotiation or settlement of any such proceeding, claim or demandprocedures set forth in the Escrow Agreements.