Common use of Procedure for Indemnification Clause in Contracts

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- (a) Promptly after receipt by an indemnified party under Section 10.2 or 10.3, of notice of the commencement of any Proceeding against it or of notice that such Proceeding has been Threatened against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim or threatened Proceeding, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action or the ability of the indemnifying party to obtain otherwise available insurance proceeds is materially prejudiced by the indemnified party's failure to give such notice. (b) If any Proceeding referred to in Section 10.4(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party 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 satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 10 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (ii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- (a) Promptly after receipt by an 9.3.1. In the event any person or entity not a party to this Agreement shall make any demand or claim or file or threaten to file or continue any lawsuit, which demand, claim or lawsuit may result in Buyer Indemnified Liabilities or Seller Indemnified Liabilities, as the case may be, the indemnified party under Section 10.2 or 10.3, of shall give written notice of the commencement of any Proceeding against it or of notice that to such Proceeding has been Threatened against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice effect to the indemnifying party promptly upon becoming aware thereof. In such event, the indemnifying party shall assume full control of the commencement of defense thereof and hire counsel (which counsel shall be reasonably satisfactory to the indemnified party) to defend any such demand, claim or threatened Proceedinglawsuit (provided, but however, that the failure to notify the indemnifying party will give such Notice shall not relieve the indemnifying party of its obligations hereunder). The indemnified party shall be permitted to participate in such defense at its sole cost and expense, provided that if the indemnifying party proposes that the same counsel represent both the indemnified party and the indemnifying party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, then the indemnified party shall have the right to retain its own counsel at the cost and expense of the indemnifying party. In the event that the indemnifying party shall fail to respond within twenty (20) days after receipt of the notice from the indemnified party of any liability that such demand, claim or lawsuit, then the indemnified party may retain counsel and conduct the defense of such demand, claim or lawsuit, as it may have in its sole discretion deem proper, at the sole cost and expense of the indemnifying party. 9.3.2. With regard to any claims of third parties for which indemnification is payable hereunder, such indemnification shall be paid in advance of settlement or final adjudication thereof on a current basis within 30 days of receipt from the indemnified party, except to party of such supporting documentation as the indemnifying party may reasonably request. To the extent that the indemnifying party demonstrates that Seller fails to indemnify the defense of such action or the ability of the indemnifying party to obtain otherwise available insurance proceeds is materially prejudiced by the indemnified party's failure to give such notice. (b) If Buyer for any Proceeding referred to in Section 10.4(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such ProceedingBuyer Indemnified Liabilities, the indemnifying party will, unless Buyer shall have the claim involves Taxes, be entitled right to participate in such Proceeding and, to set off 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 satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 10 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made Buyer Indemnified Liabilities against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (ii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified partySeries A Preferred. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- (a) Promptly after receipt by an indemnified party under Section 10.2 or 10.3, of notice of the commencement of any Proceeding against it or of notice that such Proceeding has been Threatened against it, such indemnified party will, if Any Party making a claim is to be made against an indemnifying party under such Section, give notice to for indemnification hereunder shall promptly notify the indemnifying party of the commencement of such claim or threatened Proceedingin writing, but describing the claim in reasonable detail, the amount thereof, and the basis therefor; provided, that the failure to notify the indemnifying party will provide prompt notice shall not relieve the indemnifying party of any liability that it may have to any indemnified partyits indemnification obligations hereunder, except to the extent that the indemnifying party demonstrates that the defense of such action or the ability of the indemnifying party to obtain otherwise available insurance proceeds is materially actually prejudiced by the indemnified party's failure to give such prompt notice. The Party from whom indemnification is sought shall respond to each such claim within thirty (30) days of receipt of such notice. (b) If any Proceeding referred to in Section 10.4(a) a claim for indemnification hereunder is brought against an indemnified based on a claim by a third party and it gives notice to the indemnifying party of the commencement of such Proceeding(a “Third Party Claim”), the indemnifying party willshall have the right to assume the entire control of the defense thereof, unless the claim involves Taxesat its own expense, 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 including employment of counsel reasonably satisfactory to the indemnified party of its financial capacity by providing written notice to defend such Proceeding and provide the Party seeking indemnification with respect to such Proceeding), to that it will assume the defense of such Proceeding claim within fifteen (15) Business Days of receipt of notice by the Party seeking indemnification, and, in connection therewith, the Party claiming indemnification shall cooperate fully with counsel satisfactory the indemnifying party and make available to the indemnifying party all pertinent information under its control; provided, that the indemnified party and, after notice from may participate in any proceeding with counsel of its choice at its expense (except that the expense of such counsel shall be at the expense of the indemnifying party to if the indemnifying party and the indemnified party are both named parties to the proceedings and the indemnified party reasonably concludes that representation of its election both parties by the same counsel would be inappropriate due to assume actual or potential differing interests between them). Notwithstanding the defense of such Proceedingforegoing, the indemnifying party will not, as long as it diligently conducts shall not be entitled to assume control of such defense, be liable defense and shall pay the reasonable fees and expenses of counsel (reasonably acceptable to the indemnifying party) retained by the indemnified party under this Section 10 if (i) the claim for indemnification relates to or arises in connection with any fees of other counsel criminal proceeding, action, indictment, allegations or any other expenses investigation; (ii) the claim seeks an injunction or equitable relief against the indemnified party; (iii) the indemnified party reasonably believes an adverse determination with respect to the defense action, lawsuit, investigation, proceeding or other claim giving rise to such claim for indemnification would have a material adverse effect on the business, financial condition, results of operations, properties, assets or liabilities of the Business, (iv) the indemnifying party failed or is failing to vigorously prosecute or defend such Proceedingclaim or (v) the Third Party Claim, individually or in each case subsequently incurred by the aggregate with any other claim, is for Losses in excess of the amounts available for indemnification pursuant to this Article 6 and the indemnified party reasonably believes that its potential liability for such Losses is likely to be in connection with the defense of such Proceeding, other than reasonable costs of investigationexcess thereof. If the indemnifying party assumes the defense of a Proceedingthe Third Party Claim, such indemnifying party shall not consent to the entry of any judgment or enter into any settlement with respect to such Third Party Claim without the prior written consent of the indemnified party unless (i) no compromise the judgment or settlement provides solely for the payment of such claims may be effected money by the indemnifying party without Sellers and the indemnified party's consent unless (A) there is no finding or Sellers’ Guarantors and does not entail any admission of any violation liability on the part of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (ii) the indemnifying party makes such payment in full and (iii) the indemnified party will have no liability receives an unconditional release, reasonably acceptable to the indemnified party, from all Losses with respect to such Third Party Claim. The Parties shall act in good faith in responding to, defending against, settling or otherwise dealing with Third Party Claims, and cooperate in any compromise such defense. Any settlement or settlement resolution of such claims effected without its consent. If notice is given to an indemnifying a Third Party Claim contemplated by the indemnified party of the commencement of any Proceeding and if the indemnifying party does not, within ten days after the indemnified party's notice has not or is given, give notice to the indemnified party of its election not entitled to assume the defense of such Proceedingclaim, shall not be concluded without the indemnifying party will be bound by any 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 materially adversely affect it or its affiliates other than as a result prior written approval of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with 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 approval shall not be unreasonably withheld), delayed or conditioned.

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- (a) Promptly Each party indemnified under this Section 5.9 shall, promptly after receipt by an indemnified party under Section 10.2 or 10.3, of notice of any claim or the commencement of any Proceeding action against it or of notice that such Proceeding has been Threatened against it, such indemnified party willin respect of which indemnity may be sought, if a claim is to be made against an indemnifying party under such Section, give notice to notify the indemnifying party in writing of the commencement of such claim or threatened Proceeding, but the commencement thereof; provided that the failure of the indemnified party to notify the indemnifying party will shall not relieve the indemnifying party of from any liability that which it may have to any an indemnified partyparty on account of the indemnity agreements contained in this Section 5.9, except to the extent that unless the indemnifying party demonstrates that the defense of was materially prejudiced by such action or the ability of failure, and in no event shall relieve the indemnifying party from any other liability which it may have to obtain otherwise available insurance proceeds is materially prejudiced by the such indemnified party's failure to give such notice. (b) . If any Proceeding referred to in Section 10.4(a) is such claim or action shall be brought against an indemnified party and party, it gives notice to shall notify the indemnifying party of the commencement of such Proceeding, thereof and the indemnifying party will, unless the claim involves Taxes, shall be entitled to participate in such Proceeding therein and, to the extent that it wishes (unless (i) the wishes, jointly with any other similarly notified 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)party, to assume the defense of such Proceeding thereof with counsel satisfactory to the indemnified party and, after party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceedingclaim or action, the indemnifying party will not, as long as it diligently conducts such defense, shall not be liable (except to the extent the proviso to this sentence is applicable, in which event it will be so liable) to the indemnified party under this Section 10 5.9 for any fees of other counsel legal or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, thereof other than reasonable costs of investigation; provided that each indemnified party shall have the right to employ separate counsel to represent it and assume its defense (in which case, the indemnifying party shall not represent it) if, in the reasonable judgment of such indemnified party, (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 10 days of receipt of notice of such claim or commencement of action, and in 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 unreasonably withheld. If the indemnifying party so assumes the defense of a Proceedingthereof, (i) no compromise or it may not agree to any settlement of any such claims may be effected by claim or action as the result of which any remedy or relief, other than monetary damages for which the indemnifying party without the indemnified party's consent unless (A) there is no finding shall be responsible hereunder, shall be applied to or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) without the sole relief provided is monetary damages that are paid in full by prior written consent of the indemnified party. In any action hereunder as to which the indemnifying party has assumed the defense thereof with counsel satisfactory to the indemnified party; and (ii) , the indemnified party will have no liability shall continue to be entitled to participate in the defense thereof, with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party counsel of its election to assume the defense of such Proceedingown choice, but, except as set forth above, the indemnifying party will shall not be bound by any determination made in such Proceeding or any compromise or settlement effected by obligated hereunder to reimburse the indemnified party. (c) Notwithstanding party for the foregoing, if costs thereof. If the indemnification provided for in this Section 5.9 shall for any reason be unavailable to an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it respect of any loss, claim, damages or its affiliates other than 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 amount paid or payable by such indemnified party as a result of monetary such loss, claim, damage or liability, or action in respect thereof, in such proportion as shall be appropriate to reflect the relative fault of the indemnifying party on the one hand and the indemnified party on the other with respect to the statements or omissions which resulted in such loss, claim, damage or liability, or action in respect thereof, as well as any other relevant equitable considerations. 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 and their relative knowledge, access to 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 a Holder of Registrable Securities be required to contribute in excess of the amount of the net proceeds received by such Holder in connection with the sale of Registrable Securities in the offering which is the subject of such loss, claim, damages or 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 which it would purposes of this paragraph, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. No person guilty of fraudulent misrepresentation (within the meaning of Section 12(f) of the Securities Act) shall be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle contribution from any person who was not guilty of 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)fraudulent misrepresentation.

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- (a) Promptly after receipt If any Person to be indemnified under this Article XII has suffered or incurred any Losses with respect to which indemnification is to be sought hereunder, the indemnified party shall so notify the party from whom indemnification is sought promptly in writing describing such Losses, the amount or estimated amount thereof, if known or reasonably capable of estimation, and the method of computation of such Losses. If a claim or demand by a third party is made against an indemnified party or any action at law or suit in equity is instituted against an indemnified party by a third party (each claim, demand, action or suit by a third party, a "Third Party Claim"), and if an indemnified party intends to seek indemnity with respect thereto under Section 10.2 or 10.3, of notice of the commencement of any Proceeding against it or of notice that such Proceeding has been Threatened against itthis Article XII, such indemnified party will, if a claim is to be made against an shall promptly notify the indemnifying party under in writing of such Section, give notice Third Party Claim setting forth such Third Party Claim in reasonable detail and tender to the indemnifying party the defense of such Third Party Claim. The failure of the commencement of such claim or threatened Proceeding, but the failure indemnified party to notify give the indemnifying party will prompt notice, to provide notice in the form required or tender the defense of a Third Party Claim as provided herein shall not relieve the indemnifying party of any liability that it may have to any indemnified partyof its obligations under this Article XII, except to the extent that the indemnifying party demonstrates that the defense of such action or the ability of the indemnifying party to obtain otherwise available insurance proceeds is materially prejudiced by the indemnified party's failure to give such notice. (b) If any Proceeding referred to in Section 10.4(a) is brought against an indemnified party and it gives failure. For 30 days after receipt of such notice to the indemnifying party shall have the right but not the obligation to undertake the conduct and control, through counsel of its own choosing and at its own expense, of the commencement settlement or defense of such Proceedingany Third Party Claim, and the indemnified party shall cooperate with the indemnifying party willin connection therewith; provided, unless that if the claim involves Taxesindemnifying party elects to undertake the conduct and control of such settlement or defense, be entitled to then the indemnified party may participate in such Proceeding andsettlement or defense through counsel chosen by such indemnified party provided that the fees and expenses of such counsel shall be borne by such indemnified party; provided, further, that pending the indemnifying party's decision whether to exercise its right to undertake the extent that it wishes (unless (i) conduct and control of the settlement or defense of any Third Party Claim, the indemnified party shall undertake, conduct and control the settlement or defense thereof, through counsel of its own choosing. So long as the indemnifying party is also a party to reasonably contesting any such Proceeding and claim in good faith, the indemnified party determines in good faith that joint representation would be inappropriateshall not pay or settle 34 any such Third Party Claim. Notwithstanding the foregoing, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity shall have the right to defend pay or settle any such Proceeding and provide indemnification with respect Third Party Claim; provided, that in such event it shall waive any right to such Proceeding), to assume the defense of such Proceeding with counsel satisfactory to the indemnified party and, after notice from indemnity therefor by the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 10 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigationparty. If the indemnifying party assumes does not notify the indemnified party within 30 days after the receipt of the indemnified party's notice of a claim of indemnity hereunder in connection with a Third Party Claim that it elects to undertake the settlement or defense thereof, the indemnified party shall have the right to conduct and control the defense thereof and to contest, settle or compromise the Third Party Claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreement. The indemnifying party shall not, except with the consent of a Proceedingthe indemnified party, enter into any settlement or consent to entry of any judgment unless: (i) no compromise such settlement or judgment includes as an unconditional term thereof the giving by the person or persons asserting such claim to all indemnified parties an unconditional release from all liability with respect to such claim and (ii) the relief provided in connection with such settlement of such claims may be or judgment effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full satisfied entirely by the indemnifying party; and (ii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

Procedure for Indemnification. THIRD PARTY CLAIMS -------------------------------------------------CLAIMS (a) Promptly after receipt by an indemnified party under Section 10.2 10.2, 10.4, or (to the extent provided in the last sentence of Section 10.3, ) Section 10.3 of notice of the commencement of any Proceeding against it or of notice that such Proceeding has been Threatened against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim or threatened Proceedingclaim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action or the ability of the indemnifying party to obtain otherwise available insurance proceeds is materially prejudiced by the indemnified indemnifying party's failure to give such notice. (b) If any Proceeding referred to in Section 10.4(a10.8(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party will, unless the claim involves Taxes, be entitled to participate participate, at the indemnifying party's sole expense, in such Proceeding andin a reasonable manner. Buyer shall have the sole right and power to settle or compromise any Proceeding with respect to which it is an indemnified party and Sellers shall be bound by such compromise or settlement and shall be obliged to indemnify Buyer, subject to the limitations of Section 10.5, except to the extent that it wishes (unless (i) Sellers can demonstrate through a clear preponderance of evidence, that the indemnifying party is also a party to such Proceeding claims which were alleged 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 satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 10 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection settled and/or compromised were not with the defense scope of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified partySeller's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (ii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified partyindemnification obligations. (c) Notwithstanding Sellers and Buyer hereby consent to the foregoing, if an indemnified party determines non-exclusive jurisdiction of any court in good faith that there is a reasonable probability that which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification have under this Agreement, Agreement with respect to such Proceeding or the indemnified party may, by notice to the indemnifying partymatters alleged therein, and following agree that process may be served on all of them with respect to such a good faith attempt to consult with claim anywhere in 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)world.

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- (ai) Promptly after receipt by an indemnified party Party under Section 10.2 13(b), (c) or 10.3, (d) of a claim for Losses or notice of the commencement of any Proceeding against it or of notice that such Proceeding has been Threatened against it, such indemnified party willParty shall, if a claim is to be made against an indemnifying party Party under such Section, give notice to the indemnifying party Party of the commencement of such claim. The failure of any indemnified Party to give notice of a claim or threatened Proceeding, but the failure to notify the indemnifying party will shall not relieve the indemnifying party Party of any liability that it may have to any indemnified party, its obligations under this Article 13 except to the extent that such failure materially prejudices the indemnifying Party. A claim for indemnification for any matter not involving a third-party demonstrates that claim may be asserted by notice to the defense of such action or the ability of the indemnifying party to obtain otherwise available insurance proceeds Party from whom indemnification is materially prejudiced by the indemnified party's failure to give such noticesought. (bii) If any Proceeding referred to in Section 10.4(a13(g)(i) is brought against an indemnified party Party and it gives notice to the indemnifying party Party of the commencement of such Proceeding, the indemnifying party will, unless the claim involves Taxes, Party shall be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party 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 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 Party to the indemnified party Party of its election to assume the defense of such Proceeding, the indemnifying party will Party shall not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 10 Article 13 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party Party assumes the defense of a Proceeding, (i) no compromise or settlement of such claims may be effected by the indemnifying party Party without the indemnified party's ’s consent unless (A) there is no finding or admission of any violation of Legal Requirements legal requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified partyParty, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; Party, and (iiC) the indemnified party will Party shall have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding consent and the indemnifying party does not, within ten days after (D) the indemnified party's notice Party is given, give notice to the indemnified party provided a full and unconditional release of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified partyliability. (ciii) Notwithstanding the foregoing, if an indemnified party Party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with the indemnifying partyParty, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will Party shall not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- Each party indemnified under paragraph (a) Promptly or (b) of this Section 6 shall, promptly after receipt by an indemnified party under Section 10.2 or 10.3, of notice of any claim or the commencement of any Proceeding action against it or of notice that such Proceeding has been Threatened against it, such indemnified party willin respect of which indemnity may be sought, if a claim is to be made against an indemnifying party under such Section, give notice to notify the indemnifying party in writing of the commencement of such claim or threatened Proceeding, but the commencement thereof; provided that the failure to notify the indemnifying party will shall not relieve the indemnifying party of it from any liability that which it may have to any an indemnified partyparty on account of the indemnity agreement contained in paragraph (a) or (b) of this Section 6, except to the extent (and only to the extent) that the indemnifying party demonstrates that the defense of was prejudiced by such action or the ability of failure, and in no event shall relieve the indemnifying party from any other liability which it may have to obtain otherwise available insurance proceeds is materially prejudiced by the such indemnified party's failure to give such notice. (b) . If any Proceeding referred to in Section 10.4(a) is such claim or action shall be brought against an indemnified party party, and it gives notice to shall notify the indemnifying party of the commencement of such Proceedingthereof, the indemnifying party will, unless the claim involves Taxes, shall be entitled to participate in such Proceeding therein, and, to the extent that it wishes (unless (i) the wishes, jointly with any other similarly notified 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)party, to assume the defense of such Proceeding thereof with counsel reasonably satisfactory to the indemnified party, but only upon written acknowledgment from the indemnified party and, after that the matter for which the defense is assumed is an indemnifiable obligation of the indemnifying party under this Agreement. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceedingclaim or action, the indemnifying party will not, as long as it diligently conducts such defense, shall not be liable to the indemnified party under this Section 10 6 for any fees of other counsel legal or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, thereof other than reasonable costs of investigation. If ; provided that each indemnified party, its officers and directors, if any, and each person, if any, who controls such indemnified party within the indemnifying party assumes meaning of the defense of a ProceedingSecurities Act, (i) no compromise or settlement of such claims may be effected shall have the right to employ separate counsel reasonably approved by the indemnifying party to represent them if the named parties to any action (including any impleaded parties) include both such indemnified party and an indemnifying party or an affiliate of an indemnifying party, and such indemnified party shall have been advised by counsel that a conflict may exist between such indemnified party and such indemnifying party or such affiliate, and in that event the fees and expenses of one such separate counsel for all such indemnified parties shall be paid by the indemnifying party. An indemnified party will not enter into any settlement agreement which is not approved by the indemnifying party, such approval not to be unreasonably withheld. The indemnifying party may not agree to any settlement of any such claim or action which provides for any remedy or relief other than monetary damages for which the indemnifying party shall be responsible hereunder, without the indemnified party's prior written consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by which consent shall not be unreasonably withheld. In any action hereunder as to which the indemnifying party has assumed the defense thereof with counsel reasonably satisfactory to the indemnified party; and (ii) , the indemnified party will have no liability shall continue to be entitled to participate in the defense thereof, with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party counsel of its election to assume the defense of such Proceedingown choice, but, except as set forth above, the indemnifying party will shall not be bound by any determination made in such Proceeding or any compromise or settlement effected by obligated hereunder to reimburse the indemnified party. (c) Notwithstanding party for the foregoingcosts thereof. In all instances, if the indemnified party shall cooperate fully with the indemnifying party or its counsel in the defense of each claim or action. If the indemnification provided for in this Section 6 shall for any reason be unavailable to an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it respect of any loss, claim, damage or its affiliates other than liability, or any action in respect thereof, referred to herein, then each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by such indemnified party as a result of monetary damages such loss, claim, damage or liability, or action in respect thereof, in such proportion as shall be appropriate to reflect the relative fault of the indemnifying party on the one hand and the indemnified party on the other with respect to the statements or omissions which resulted in such loss, claim, damage or liability, or action in respect thereof, as well as any other relevant equitable considerations. 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 and their relative knowledge, access to 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. 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 which it would purposes of this paragraph, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle contribution from any person who was not guilty of 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)fraudulent misrepresentation.

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- (a) Promptly after receipt by an indemnified party under Section 10.2 9.2 or 10.3, 9.3 of notice of the commencement of any Proceeding against it or of notice that such Proceeding has been Threatened against itaction, such indemnified party willshall, if a claim in respect thereof is to be made against an indemnifying party under such Section, give written notice to the indemnifying party of the commencement of such claim or threatened Proceedingthereof, but the failure so to notify the indemnifying party will shall not relieve the indemnifying party it of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of . In case any such action or the ability of the indemnifying party to obtain otherwise available insurance proceeds is materially prejudiced by the indemnified party's failure to give such notice. (b) If any Proceeding referred to in Section 10.4(a) is shall be brought against an indemnified party and it gives shall give written notice to the indemnifying party of the commencement of such Proceedingthereof, the indemnifying party will, unless the claim involves Taxes, shall be entitled to participate in such Proceeding therein 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)may wish, to assume the defense thereof, subject to the provisions of such Proceeding this Section, with counsel reasonably satisfactory to the such indemnified party andparty, and after written notice from the indemnifying party to the such indemnified party of its the indemnifying party's election so to assume the defense of such Proceedingthereof, the indemnifying party will not, as long as it diligently conducts such defense, shall not be liable to the such indemnified party under this such Section 10 9.2 or 9.3 for any fees of other counsel legal or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the such indemnified party in connection with the defense of such Proceedingthereof, other than reasonable costs of investigation. The indemnified party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the indemnifying party if the indemnifying party has assumed the defense of such action with counsel reasonably satisfactory to the indemnified party; provided, however, that the fees and expenses of the indemnified party's counsel shall be at the expense of the indemnifying party if (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party or (ii) the named parties to such action (including any impleaded parties) include both the indemnified party and the indemnifying party and such indemnified party shall have been advised by counsel that there may be one or more legal defenses available to such indemnified party which are not available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action on behalf of such indemnified party, it being understood, however, that the indemnifying party shall not, in connection with any one such 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 reasonable fees and expenses of more than one separate firm of attorneys for the indemnified party, which firm shall be designated in writing by the indemnified party). If the indemnifying party assumes elects to assume the defense of a Proceedingsuch action, (ia) no compromise or settlement of such claims thereof may be effected by the indemnifying party without the indemnified party's written consent (which shall not be unreasonably withheld) unless (Ai) there is no finding or admission of any violation of Legal Requirements law or any violation of the rights of any Person person and no effect on any other claims that may be made against the indemnified party, party and (Bii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; party and (iib) the indemnified indemnifying party will shall have no liability with respect to any compromise or settlement of such claims thereof effected without its consentwritten consent (which shall not be unreasonably withheld). If notice is given to an indemnifying party of the commencement of any Proceeding action and the indemnifying party it does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its the indemnifying party's election to assume the defense of such Proceedingthereof, the indemnifying party will shall be bound by any determination made in such Proceeding action or any compromise or settlement thereof effected by the indemnified party. (c) . Notwithstanding the foregoingforegoing provisions of this Section, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding an action may materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreementdamages, the such indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceedingaction, but the indemnifying party will shall not be bound by any determination of a Proceeding an action so defended or any compromise or settlement thereof effected without its written consent (which may shall not be unreasonably withheld). It is further agreed that (i) any amounts to which an indemnified party is entitled under this Article IX shall be paid by the indemnifying party upon request and (ii) upon its receipt of any amount paid by an indemnifying party pursuant to this Article IX the indemnified party shall deliver to the indemnifying party such documents as it may reasonably request assigning to the indemnifying party any and all rights the indemnified party may have against third parties with respect to the claim for which indemnification is being received.

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- (a) Promptly after receipt by an indemnified party under Section 10.2 If any Indemnified Party has incurred or 10.3suffered or claims to have incurred or suffered, of notice of the commencement of any Proceeding against it or of notice that such Proceeding has been Threatened against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim or threatened Proceeding, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability believes that it may incur or suffer, Losses for which it is or may be entitled to be indemnified, compensated, reimbursed or held harmless under this Article VIII, such Indemnified Party may deliver an Indemnity Claim Notice to the Stockholder Representative Committee, which shall (i) describe the general facts and circumstances on which the asserted Indemnity Claim is based, and (ii) contain a good faith, non-binding, preliminary estimate of the aggregate dollar amount of actual and potential Losses that have arisen and may arise as a result of the matter referred to in such notice (the aggregate amount of such estimate, as it may be modified by such Indemnified Party in good faith from time to time, being referred to as the “Claimed Amount”), and the provisions in this Agreement on which the Indemnity Claim is based. (b) During the 30-day period commencing upon the delivery by an Indemnified Party to the Stockholder Representative Committee of an Indemnity Claim Notice (the “Dispute Period”), the Stockholder Representative Committee shall deliver to the Indemnified Party a written response (the “Response Notice”) in which the Stockholder Representative Committee: (i) agrees that the full Claimed Amount is owed to the Indemnified Party; (ii) agrees that part (but not all) of the Claimed Amount (the “Agreed Amount”) is owed to the Indemnified Party; or (iii) asserts that no part of the Claimed Amount is owed to the Indemnified Party. Any part of the Claimed Amount that is not agreed by the Stockholder Representative Committee to be owed to the Indemnified Party pursuant to the Response Notice (or the entire Claimed Amount, if the Stockholder Representative Committee asserts in the Response Notice that no part of the Claimed Amount is owed to the Indemnified Party) shall be referred to as the “Contested Amount” (it being understood that the Contested Amount shall be modified from time to time to reflect any good faith modifications by the Indemnified Party to the Claimed Amount). If a Response Notice is not received by the Indemnified Party prior to the expiration of the Dispute Period, then the Stockholder Representative Committee shall be conclusively and irrevocably deemed to have agreed that the full Claimed Amount is owed to the Indemnified Party. (c) If the Stockholder Representative Committee delivers a Response Notice to the Indemnified Party agreeing that the full Claimed Amount with respect to an Indemnity Claim is owed to the Indemnified Party, or if the Stockholder Representative Committee does not deliver a Response Notice to the Indemnified Party during the Dispute Period, then, within three days following the earlier of the delivery of such Response Notice to the Indemnified Party or the expiration of the Dispute Period, Acquiror shall become entitled to permanently retain out of the Holdback Amount an amount equal to the lesser of (i) the full Claimed Amount or (ii) the portion of the Holdback Amount available therefor (as provided above) not previously permanently retained by Acquiror based on other Indemnity Claims. (d) If the Stockholder Representative Committee delivers a Response Notice to the Indemnified Party during the Dispute Period agreeing that less than the full Claimed Amount with respect to an Indemnity Claim is owed to the Indemnified Party, then, within three days following the delivery of such Response Notice to the Indemnified Party, Acquiror shall become entitled to permanently retain out of the Holdback Amount an amount equal to the lesser of (i) the Agreed Amount or (ii) the portion of the Holdback Amount available therefor (as provided above) not previously permanently retained by Acquiror based on other Indemnity Claims. In addition, if the Stockholder Representative Committee delivers a Response Notice to the Indemnified Party during the Dispute Period agreeing that less than the full Claimed Amount with respect to an Indemnity Claim is owed to the Indemnified Party, then the Stockholder Representative Committee and the Indemnified Party shall attempt in good faith to resolve the dispute related to the Contested Amount. If the Indemnified Party and the Stockholder Representative Committee resolve such dispute in writing, then their resolution of such dispute shall be binding on the Stockholder Representative Committee, the Non-Dissenting Holders and the Indemnified Party and a settlement agreement stipulating the amount owed to the Indemnified Party (the “Stipulated Amount”) shall be signed by the Indemnified Party and the Stockholder Representative Committee. Within three days after the execution of such settlement agreement, Acquiror shall become entitled to permanently retain out of the Holdback Amount an amount equal to the lesser of (i) the Stipulated Amount or (ii) the portion of the Holdback Amount available therefor (as provided above) not previously permanently retained by Acquiror based on other Indemnity Claims. (e) If the Stockholder Representative Committee and the Indemnified Party are unable to resolve the dispute relating to any Contested Amount with respect to an Indemnity Claim during the 30-day period commencing upon the delivery of the Response Notice to the Indemnified Party, then either the Indemnified Party or the Stockholder Representative Committee may submit the contested portion of the indemnification claim to binding arbitration in San Francisco, California, accordance with the JAMS Comprehensive Arbitration Rules and Procedures then in effect. Arbitration will be conducted by one arbitrator, mutually selected by Acquiror and the Stockholder Representative Committee; provided, however, that if Acquiror and the Stockholder Representative Committee fail to mutually select an arbitrator within 15 Business Days after the contested portion of the indemnification claim is submitted to arbitration, then the arbitrator shall be selected by JAMS in accordance with its Comprehensive Arbitration Rules and Procedures then in effect. The Parties agree to use commercially reasonable efforts to cause the arbitration hearing to be conducted within 75 days after the appointment of the arbitrator, and to use commercially reasonable efforts to cause the decision of the arbitrator to be furnished within 15 days after the conclusion of the arbitration hearing. The arbitrator’s authority shall be confined to: (A) whether the Indemnified Party is entitled to recover the Contested Amount (or a portion thereof), and the portion of the Contested Amount the Indemnified Party is entitled to recover; and (B) whether either party to the arbitration shall be required to bear and pay all or a portion of the other party’s attorneys’ fees and other expenses relating to the arbitration. The final decision of the arbitrator shall include the dollar amount of the award to the Indemnified Party, if any (the “Award Amount”), and shall be furnished to the Stockholder Representative Committee and the Indemnified Party in writing, shall constitute a conclusive determination of the issues in question, binding upon the Stockholder Representative Committee, the Non-Dissenting Holders and the Indemnified Party. Within three days following the receipt of the final award of the arbitrator setting forth the Award Amount, Acquiror shall become entitled to permanently retain out of the Holdback Amount an amount equal to the lesser of (i) the Award Amount or (ii) the portion of the Holdback Amount available therefor (as provided above) not previously permanently retained by Acquiror based on other Indemnity Claims. (f) In the event of the assertion or commencement by any Person of any Third-Party Claim (whether against the Surviving Corporation, against Acquiror or against any other Person) with respect to which Acquiror determines that any Indemnified Party may be entitled to be held harmless, indemnified partyor reimbursed pursuant to this Article VIII, (a) Acquiror shall notify the Stockholder Representative Committee promptly after Acquiror receives written notice of such Third-Party Claim (it being understood that any failure by Acquiror to so promptly notify the Stockholder Representative Committee shall have no effect on an Indemnified Party’s ability to recover Damages pursuant to this Article VIII, except to the extent that the indemnifying party demonstrates that defense of such Third-Party Claim is materially prejudiced thereby), and (b) Acquiror shall proceed with the defense of such action or the ability of the indemnifying party to obtain otherwise available insurance proceeds is materially prejudiced by the indemnified party's failure to give such notice. (b) If any Proceeding referred to in Section 10.4(a) is brought against an indemnified party and it gives notice Third-Party Claim with counsel reasonably acceptable to the indemnifying party Stockholder Representative Committee. In connection with the defense of the commencement of any such Proceeding, the indemnifying party will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless Third-Party Claim: (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 satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 10 for any fees of other counsel or any other all out-of-pocket expenses with respect relating to the defense of such ProceedingThird-Party Claim shall, in each case subsequently incurred subject to Section 8.3, be borne and paid exclusively out of the Holdback Amount through a permanent retention of such amounts by Acquiror; (ii) Acquiror shall not settle, adjust or compromise such Third-Party Claim without the indemnified party prior written consent of the Stockholder Representative Committee (which consent shall not be unreasonably withheld or delayed); and (iii) the Stockholder Representative Committee shall cooperate with Acquiror and shall be entitled to consult with Acquiror from time to time in connection with the defense or handling of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person Third-Party Claim with its own counsel and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (ii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without at its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified partyown expense. (cg) Notwithstanding Nothing in this Article VIII shall limit any rights of setoff or other similar rights that the foregoingStockholder Representative Committee, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with 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 Acquiror or any compromise of the other Indemnified Parties may have at common law or settlement effected without its consent (which may not be unreasonably withheld)otherwise.

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- (a) Promptly after receipt The following shall apply with respect to all Claims by an indemnified party under Section 10.2 indemnitee for indemnification (“Claims”) pursuant to this Article 10: a. The indemnitee shall give the indemnitor prompt notice (the “Indemnification Notice”) of any Claim or 10.3potential liability, of notice or of the commencement of by any Proceeding against it or of notice that such Proceeding has been Threatened against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim or threatened Proceeding, but the failure to notify the indemnifying party will not relieve the indemnifying third party of any liability action or proceeding, with respect to which such indemnitee seeks indemnification; provided, however, that it may have the failure of the indemnitee to give the Indemnification Notice to the indemnitor with respect to any indemnified partyClaim shall not impair any of the rights or benefits of such indemnitee, except to the extent that such failure materially and adversely affects the indemnifying party demonstrates ability of the indemnitor to defend such Claim or increases the amount of such liability. The Indemnification Notice shall describe the Claim in reasonable detail. b. The indemnitor shall have the right to control the defense of any Claim at its own expense and by its own counsel. The indemnitee shall have the right to participate therein, and shall have the right to employ its own counsel which shall be at its sole expense unless the indemnitee shall reasonably conclude, based upon an opinion of its counsel, that (i) there is a conflict of interest between the indemnitor and the indemnitee in the conduct of the defense of such action or the ability of the indemnifying party to obtain otherwise available insurance proceeds is materially prejudiced by the indemnified party's failure to give such notice. (b) If any Proceeding referred to in Section 10.4(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, Claim or (ii) the indemnifying party fails to provide reasonable assurance there are specific defenses available to the indemnified party of its financial capacity indemnitee which are different from or additional to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel satisfactory those available to the indemnified party and, after notice from the indemnifying party indemnitor which may create a conflict of interest such that it would be inappropriate for counsel to the indemnified party of its election indemnitor to assume represent the defense of such Proceedingindemnitee, in which event, the indemnifying party will notindemnitor shall pay the reasonable fees and disbursements of counsel to each of the indemnitor and the indemnitee; provided, as long as it diligently conducts such defensehowever, that the indemnitor shall not be liable to responsible for the indemnified party under this Section 10 for any fees of other more than one counsel for all indemnitees. c. Notwithstanding the foregoing, neither the indemnitor nor the indemnitee may settle or compromise any other expenses with respect to the defense of such ProceedingClaim (provided, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceedinghowever, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) no compromise or settlement of such claims that either Indemnitor may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) do so if the sole relief provided payable to a third party in respect of such Claim is monetary damages that are paid in full by the indemnifying party; Party settling or compromising such claim, the settlement includes as an unconditional term thereof the release by the claimant or the plaintiff if the indemnitee and (ii) the indemnified party will have no its Affiliates from all liability with in respect to any compromise or settlement of such claims effected without its consent. If notice is given to claim and the settlement shall not require an indemnifying party admission of liability and shall otherwise be confidential) over the objection of the commencement of any Proceeding and the indemnifying party does notother; provided, within ten days after the indemnified party's notice is givenhowever, give notice that consent to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding settlement or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with 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 shall not be unreasonably withheld). d. The indemnitee shall cooperate at the expense of the indemnitor in the defense of any Claim and shall make available to the indemnitor any personnel or any books, records or other documents within its control that are reasonably necessary or appropriate for such defense, subject to the receipt of appropriate confidentiality agreements.

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- Each party indemnified under paragraph (a) Promptly or (b) of this Section 7 shall, promptly after receipt by an indemnified party under Section 10.2 or 10.3, of notice of any claim or the commencement of any Proceeding action against it or of notice that such Proceeding has been Threatened against it, such indemnified party willin respect of which indemnity may be sought, if a claim is to be made against an indemnifying party under such Section, give notice to notify the indemnifying party in writing of the commencement of such claim or threatened Proceeding, but the commencement thereof; provided that the failure to notify the indemnifying party will shall not relieve the indemnifying party of it from any liability that which it may have to any an indemnified partyparty on account of the indemnity agreement contained in paragraph (a) or (b) of this Section 7, except to the extent that the indemnifying party demonstrates that the defense of was prejudiced by such action or the ability of failure, and in no event shall relieve the indemnifying party from any other liability which it may have to obtain otherwise available insurance proceeds is materially prejudiced by the such indemnified party's failure to give such notice. (b) . If any Proceeding referred to in Section 10.4(a) is such claim or action shall be brought against an indemnified party party, and it gives notice to shall notify the indemnifying party of the commencement of such Proceedingthereof, the indemnifying party will, unless the claim involves Taxes, shall be entitled to participate in such Proceeding therein, and, to the extent that it wishes (unless (i) the wishes, jointly with any other similarly notified 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)party, to assume the defense of such Proceeding thereof with counsel reasonably satisfactory to the indemnified party and, after party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceedingclaim or action, the indemnifying party will not, as long as it diligently conducts such defense, shall not be liable to the indemnified party under this Section 10 7 for any fees of other counsel legal or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, thereof other than reasonable costs of investigation. If ; provided that each indemnified party, its employees, officers and directors, if any, and each person, if any, who controls such indemnified party within the indemnifying party assumes meaning of the defense of a ProceedingSecurities Act, (i) no compromise or settlement of such claims may be effected shall have the right to employ separate counsel reasonably approved by the indemnifying party to represent them if the named parties to any action (including any impleaded parties) include both such indemnified party and an indemnifying party or an affiliate of an indemnifying party, and such indemnified party shall have been advised by counsel either (i) that there are one or more legal defenses available to such indemnified party that are different from or additional to those available to such indemnifying party or such affiliate or (ii) a conflict may exist between such indemnified party and such indemnifying party or such affiliate, and in that event the fees and expenses of one such separate counsel for all such indemnified parties shall be paid by the indemnifying party. An indemnified party will not enter into any settlement agreement which is not approved by the indemnifying party, such approval not to be unreasonably withheld. The indemnifying party may not agree to any settlement of any such claim or action which provides for any remedy or relief other than monetary damages for which the indemnifying party shall be responsible hereunder, without the indemnified party's prior written consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by which consent shall not be unreasonably withheld. In any action hereunder as to which the indemnifying party has assumed the defense thereof with counsel reasonably satisfactory to the indemnified party; and (ii) , the indemnified party will have no liability shall continue to be entitled to participate in the defense thereof, with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party counsel of its election to assume the defense of such Proceedingown choice, but, except as set forth above, the indemnifying party will shall not be bound obligated hereunder to reimburse the indemnified party for the costs thereof. In all instances, the indemnified party shall cooperate fully with the indemnifying party or its counsel in the defense of each claim or action. If the indemnification provided for in this Section 7 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 herein, then each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by any determination made such indemnified party as a result of such loss, claim, damage or liability, or action in respect thereof, in such Proceeding proportion as shall be appropriate to reflect the relative fault of the indemnifying party on the one hand and the indemnified party on the other with respect to the statements or omissions which resulted in such loss, claim, damage or liability, or action in respect thereof, as well as any compromise other relevant equitable considerations. The relative fault shall be determined by reference to whether the untrue or settlement effected 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 and their relative knowledge, access to information and opportunity to correct or prevent such statement or omission, but not by reference to any indemnified party. (c) ’s stock ownership in Company. 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 action or claim. Notwithstanding the foregoing, if an indemnified party determines no Holder shall be required to contribute, in good faith the aggregate, any amount in excess of the amount by which the net proceeds actually received by such Holder from the sale of the Registrable Securities giving rise to such indemnification obligation exceeds the amount of any damages that there is a reasonable probability that a Proceeding may materially adversely affect it such Holder has otherwise been required to pay by reason of such untrue or its affiliates other than as a result alleged untrue statement or omission or alleged omission. No person guilty of monetary damages for which it would fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle contribution from any person who was not guilty of 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)fraudulent misrepresentation.

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- (a) Promptly after receipt by an indemnified party under Section 10.2 or 10.3, of notice Indemnified Person of the commencement of any Proceeding against it or the discovery by an Indemnified Person of notice that such Proceeding has been Threatened against ita claim for Damages, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, Indemnified Person will give notice to the indemnifying party of the commencement Escrow Agent and Seller Representative of such claim or threatened Proceedingclaim, but the failure to notify the indemnifying party Escrow Agent and Seller Representative promptly will not relieve the indemnifying party Clayco shareholders of any liability that it they may have to any indemnified party, except Indemnified Person (subject to the provisions of Section 9.4). Such notice by an Indemnified Person will describe the claim in reasonable detail to the extent that such information is known by the indemnifying party demonstrates that Indemnified Person, will include copies of all available material written evidence thereof and will indicate the defense of such action or the ability estimated amount, if reasonably estimable, of the indemnifying party to obtain otherwise available insurance proceeds is materially prejudiced Damages that have been or may be sustained by an Indemnified Person. The Escrow Agent shall promptly reimburse an Indemnified Person in accordance with the indemnified party's failure to give such noticeEscrow Agreement. (b) If any Proceeding referred to in Section 10.4(a) is brought against an indemnified In the event of a third-party and it gives notice to claim, the indemnifying party Seller Representative, on behalf of the commencement of such Proceeding, Clayco shareholders will have the indemnifying party will, unless the claim involves Taxes, be entitled right to participate in the defense of such Proceeding third-party claim and, to the extent that it wishes the Seller Representative elects (unless (i) the indemnifying party a Clayco shareholder is also a person against whom the third-party to such Proceeding claim is made and the indemnified party Indemnified Person determines in good faith that joint representation would be inappropriate, inappropriate or (ii) the indemnifying party Seller Representative fails to provide reasonable assurance to the indemnified party Indemnified Person of its the financial capacity to defend such Proceeding third-party claim and provide indemnification with respect to such Proceedingthird-party claim), to assume the defense of such Proceeding third-party claim with counsel satisfactory to the indemnified party and, after Indemnified Person. After notice from the indemnifying party Seller Representative to the indemnified party Indemnified Person of its the election to assume the defense of such Proceedingthird-party claim, the indemnifying party will Clayco shareholders shall not, as so long as it the Seller Representative diligently conducts such defense, be liable to the indemnified party Indemnified Person under this Section 10 Article 9 for any fees of other counsel or any other expenses with respect to the defense of such Proceedingthird-party claim, in each case subsequently incurred by the indemnified party Indemnified Person in connection with the defense of such Proceedingthird-party claim, other than reasonable costs of investigation. If the indemnifying party Seller Representative assumes the defense of a Proceedingthird-party claim, (i) such assumption will conclusively establish for purposes of this Agreement that the claims made in that third-party claim are within the scope of and subject to indemnification, and (ii) no compromise or settlement of such third-party claims may be effected by the indemnifying party Seller Representative without the indemnified party's Indemnified Person’s prior written consent unless (A) there is no finding or admission of any violation of Legal Requirements Requirement or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified partyperson, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; Clayco shareholders, and (iiC) the indemnified party will Indemnified Person shall have no liability with respect to any compromise or settlement of such third-party claims effected without its prior written consent. If notice is given to an indemnifying party the Seller Representative of the commencement assertion of any Proceeding third-party claim and the indemnifying party Seller Representative does not, within ten (10) days after the indemnified party's Indemnified Person’s notice is given, give notice to the indemnified party Indemnified Person of its his election to assume the defense of such Proceedingthird-party claim, the indemnifying party Clayco shareholders will be bound by any determination made in such Proceeding third-party claim or any compromise or settlement effected by the indemnified partyIndemnified Person. (c) Notwithstanding the foregoing, if an indemnified party Indemnified Person determines in good faith that there is a reasonable probability that a Proceeding third-party claim may materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party Indemnified Person may, by notice to the indemnifying party, and following a good faith attempt to consult with the indemnifying partySeller Representative, assume the exclusive right to defend, compromise, compromise or settle such Proceedingthird-party claim, but the indemnifying party Clayco shareholders will not be bound by any determination of a Proceeding any third-party claim so defended for the purposes of this Agreement or any compromise or settlement effected without its with the prior written consent of the Seller Representative (which may not be unreasonably withheld). (d) The Seller Representative hereby consents to the nonexclusive jurisdiction of any court in which a Proceeding in respect of a third-party claim is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein and agrees that process may be served on the Seller Representative with respect to such a claim anywhere in the world. (e) With respect to any third-party claim subject to indemnification under this Section 9.6: (i) both the Indemnified Person and the Clayco shareholders, as the case may be, shall keep the other party fully informed of the status of such third-party claim and any related Proceedings at all stages thereof where such person is not represented by his or her own counsel, and (ii) the parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to cooperate in good faith with each other in order to ensure the property and adequate defense of any third-party claim. (f) The Escrow Agent shall promptly reimburse an Indemnified Person after receipt of the required notice in accordance with the Escrow Agreement.

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- (a) Promptly after receipt If any Indemnitee determines that it is or may be entitled to indemnification by an indemnified party under Section 10.2 or 10.3any Indemnifying Party (other than in connection with any Third Party Claim), of notice of the commencement of any Proceeding against it or of notice that such Proceeding has been Threatened against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice Indemnitee will deliver to the indemnifying party of the commencement of such claim or threatened ProceedingIndemnifying Party a written notice specifying, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that reasonably practicable, the indemnifying party demonstrates that basis for its claim for indemnification and the defense amount for which the Indemnitee reasonably believes it is entitled to be indemnified. Within 60 calendar days after receipt of such action notice, the Indemnifying Party will pay the Indemnitee such amount in cash or other immediately available funds unless the Indemnifying Party objects to the claim for indemnification or the ability amount by written notice setting forth the grounds therefor within such 60 calendar day period. If the Indemnifying Party does not give the Indemnified Party written notice objecting to such indemnity claim and setting forth the grounds therefor within 60 calendar days after receipt of the indemnifying party to obtain otherwise available insurance proceeds is materially prejudiced by the indemnified party's failure to give such notice, the Indemnifying Party will be deemed to have acknowledged its liability for such claim and the Indemnitee may exercise any and all of its rights under applicable law to collect such amount. (b) If any Proceeding referred to in Section 10.4(a) is brought against an indemnified party and it gives Indemnitee receives notice to the indemnifying party of the commencement assertion of any Third-Party Claim with respect to which an Indemnifying Party is obligated under this Agreement to provide indemnification, such Indemnitee will give such Indemnifying Party notice thereof promptly after becoming aware of such ProceedingThird-Party Claim; provided, however, that the indemnifying party willfailure of any Indemnitee to give such notice will not relieve any Indemnifying Party of its obligations under this Article IV, unless the claim involves Taxes, be entitled to participate in such Proceeding and, except to the extent that it wishes such Indemnifying Party is actually prejudiced by such failure to give notice. Such notice will describe such Third-Party Claim in reasonable detail and, if practicable, will indicate the estimated amount of the Indemnifiable Loss that has been or may be sustained by such Indemnitee. (unless c) An Indemnifying Party, at such Indemnifying Party's own expense and through counsel chosen by such Indemnifying Party (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would which counsel shall be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance reasonably satisfactory to the indemnified party Indemnitee), may elect to defend any Third-Party Claim. If an Indemnifying Party elects to defend a Third-Party Claim, then, within fifteen calendar days after receiving notice of such Third-Party Claim (or sooner, if the nature of such Third-Party Claim so requires), such Indemnifying Party will notify the Indemnitee of its financial capacity intent to defend do so, and such Proceeding and provide indemnification with respect to such Proceeding), to assume Indemnitee shall cooperate in the defense of such Proceeding Third-Party Claim. Such Indemnifying Party will pay such Indemnitee's reasonable out-of-pocket expenses incurred in connection with counsel satisfactory to the indemnified party and, after such cooperation. After notice from the indemnifying party an Indemnifying Party to the indemnified party an Indemnitee of its election to assume the defense of a Third-Party Claim, such Proceeding, the indemnifying party Indemnifying Party will not, as long as it diligently conducts such defense, not be liable to the indemnified party such Indemnitee under this Section 10 Article IV for any fees of other counsel legal or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party such Indemnitee in connection with the defense thereof; provided, however, that such Indemnitee will have the right to employ one law firm as counsel to represent such Indemnitee (which firm shall be reasonably acceptable to the Indemnifying Party) if, in such Indemnitee's reasonable judgment, either a conflict of interest between such Indemnitee and such Indemnifying Party exists in respect of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) no compromise claim or settlement of such claims there may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (ii) the indemnified party will have no liability with respect defenses available to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with 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).such

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- (a) Promptly after receipt by an indemnified party under Section 10.2 or 10.3, 10.3 of notice of the commencement of any Proceeding against it or of notice that such Proceeding has been Threatened against itaction, such indemnified party willshall, if a claim in respect thereof is to be made against an indemnifying party under such Section, give written notice to the indemnifying party of the commencement of such claim or threatened Proceedingthereof, but the failure so to notify the indemnifying party will shall not relieve the indemnifying party it of any liability that it may have to any indemnified party, party except to the extent that the indemnifying party demonstrates that the defense of such action or the ability of the indemnifying party to obtain otherwise available insurance proceeds is materially prejudiced by the indemnified party's failure to give thereby. In case any such notice. (b) If any Proceeding referred to in Section 10.4(a) is action shall be brought against an indemnified party and it gives shall give written notice to the indemnifying party of the commencement of such Proceedingthereof, the indemnifying party will, unless the claim involves Taxes, shall be entitled to participate in such Proceeding therein and, to the extent that it wishes (unless (i) may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. If 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), elects to assume the defense of such Proceeding with counsel satisfactory to action, the indemnified party and, after notice from shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the indemnifying party elects not to assume (or fails to assume) the defense of such action, the indemnified party of its election shall be entitled to assume the defense of such Proceedingaction with counsel of its own choice, at the expense of the indemnifying party. If the action is asserted against both the indemnifying party and the indemnified party and there is a conflict of interests which renders it inappropriate for the same counsel to represent both the indemnifying party and the indemnified party, the indemnifying party will not, as long as it diligently conducts such defense, shall be liable to responsible for paying for separate counsel for the indemnified party under this Section 10 for any fees of other counsel or any other expenses with respect to the defense of such Proceedingparty; provided, in each case subsequently incurred by the however, that if there is more than one indemnified party in connection with the defense of such Proceedingparty, other than reasonable costs of investigation. If the indemnifying party assumes shall not be responsible for paying for more than one separate firm of attorneys to represent the defense indemnified parties, regardless of a Proceeding, (i) no compromise or settlement the number of such claims may be effected by the indemnified parties. The indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (ii) the indemnified party will shall have no liability with respect to any compromise or settlement of such claims any action effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its written consent (which may shall not be unreasonably withheld).

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- (a) Promptly after receipt All claims for indemnification by a Buyer Indemnified Party or a Seller Indemnified Party (collectively, the “Indemnified Persons”) pursuant to this ARTICLE 6 shall be made in accordance with the provisions of this Agreement. (b) If a Third Party asserts that an indemnified party Indemnified Person is liable to such Third Party for a monetary or other obligation which may constitute or result in Damages for which such Indemnified Person may be entitled to indemnification pursuant to this ARTICLE 6 (a “Third Party Claim”), then such Indemnified Person may make a claim for indemnification pursuant to this ARTICLE 6 and shall be reimbursed in accordance with the applicable provisions of this Agreement for any such Damages for which it is entitled to indemnification pursuant to this ARTICLE 6 (subject to the right of the indemnifying Party to dispute the Indemnified Person’s entitlement to indemnification under Section 10.2 the applicable terms of this Agreement). (c) The Indemnified Person shall give prompt written notification to Seller or 10.3Buyer, of notice as the case may be, of the commencement of any Proceeding against it relating to a Third Party Claim for which indemnification pursuant to this ARTICLE 6 may be sought; provided, however, that no 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 failure. Within thirty (30) days after delivery of such notification, Seller or Buyer, as the case may be, may, upon written notice that thereof to the Indemnified Person, assume control of the defense of such Proceeding has been Threatened against itprovided Seller or Buyer, such indemnified party willas the case may be, if a claim is to be made against an indemnifying party under such Section, give notice acknowledge(s) in writing to the indemnifying party Indemnified Person that any damages, fines, costs or other liabilities that may be assessed against the Indemnified Person in connection with such Proceeding constitute Damages for which the Indemnified Person shall be entitled to indemnification pursuant to this ARTICLE 6. If neither Seller nor Buyer, as the case may be, so assumes 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 commencement status of such Proceeding and the defense thereof. The Indemnified Person shall not agree to any settlement of such Proceeding without the prior written consent of Seller or Buyer, as the case may be, which shall not be unreasonably withheld. Neither Seller nor Buyer, as the case may be, shall agree to any settlement of such Proceeding without the prior written consent of the Indemnified Person, which shall not be unreasonably withheld. (d) A claim or threatened Proceedingfor indemnification for any matter not involving a Third Party Claim may be asserted by prompt written notice specifying the factual basis of that claim in reasonable detail to the Party from whom indemnification is sought; provided, but the however, that failure to so notify the indemnifying party will Party shall not relieve preclude the indemnifying party of indemnified Party from any liability that indemnification which it may have to any indemnified party, claim in accordance with this ARTICLE 6 except to the extent that the indemnifying party demonstrates that the defense of such action Party can demonstrate actual prejudice to its defenses or the ability of the indemnifying party to obtain otherwise available insurance proceeds is materially prejudiced by the indemnified party's failure to give such notice. (b) If any Proceeding referred to in Section 10.4(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriatecounterclaims or otherwise, 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 satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 10 for any fees of other counsel increased or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (ii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates other than aggravated Damages as a result of monetary damages for which it would be entitled to indemnification under such failure. * Confidential Information indicated by [***] has been omitted from this Agreement, the indemnified party may, by notice to the indemnifying party, filing and following a good faith attempt to consult filed separately with 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)Securities Exchange Commission.

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- (a) Promptly after receipt by an indemnified party party, under Section 10.2 3.9(a) or 10.33.9(b), of notice of the commencement of any Proceeding against it or of notice that such Proceeding has been Threatened against itaction, such the indemnified party willshall notify the indemnifying party in writing of the commencement thereof, if a claim in respect thereof is to be made against an indemnifying party under such Section, give notice to any of these Sections; but the indemnifying party of the commencement omission of such claim or threatened Proceeding, but the failure to notify the indemnifying party will notice shall not relieve the indemnifying party of any from liability that which it may have to any the indemnified partyparty under this Section 3.9, except to the extent that the indemnifying party demonstrates that the defense of is actually prejudiced by such action or the ability of failure to give notice and shall not relieve the indemnifying party from any liability which it may have to obtain any indemnified party otherwise available insurance proceeds is materially prejudiced by the indemnified party's failure to give such notice. (b) If than under this Section 3.9. In case any Proceeding referred to in Section 10.4(a) action is brought against an the indemnified party and it gives notice to shall notify the indemnifying party of the commencement of such Proceedingthereof, the indemnifying party will, unless the claim involves Taxes, shall be entitled to participate in such Proceeding andin, 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)chooses, to assume the defense of such Proceeding thereof with counsel reasonably satisfactory to the indemnified party andparty, and after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceedingthat it so chooses, the indemnifying party will not, as long as it diligently conducts such defense, shall not be liable to the indemnified party under this Section 10 for any fees of other counsel legal or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceedingthereof; provided however, other than reasonable costs of investigation. If that (i) if the indemnifying party assumes fails to take reasonable steps necessary to defend diligently the defense of claim within 20 days after receiving notice from the indemnified party that the indemnified party believes it has failed to do so, or (ii) if the indemnified party who is a Proceeding, (i) no compromise defendant in any action or settlement of such claims may be effected by proceeding which is also brought against the indemnifying party without the indemnified party's consent unless (A) reasonably shall have concluded that there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (ii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice legal defenses available to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice are not available to the indemnifying party, and following a good faith attempt to consult with or (iii) if representation of both parties by the indemnifying partysame counsel is otherwise inappropriate under applicable standards of professional conduct, assume the exclusive indemnified party shall have the right to defendassume or continue its own defense as set forth above (but with no more than one firm of counsel for all indemnified parties in each jurisdiction, compromise, except to the extent any indemnified party or settle parties reasonably shall have concluded that there may be legal defenses available to such Proceeding, but party or parties which are not available to the other indemnified parties or to the extent representation of all indemnified parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct) and the indemnifying party will not shall be bound by liable for any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld)expenses therefor.

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- (a) Promptly after receipt by an indemnified party With respect to any indemnification claim made under Section 10.1, 10.2 or 10.310.3 hereof, subject to the last sentence of notice of the commencement of this Section 10.4, any Proceeding against it indemnifying party shall promptly, upon demand, reimburse any Indemnified Party for, as incurred, or of notice that such Proceeding has been Threatened against it, such indemnified party will, if a claim is pay any Losses and Related Expenses as to be made against which an indemnifying party under such Section, give notice has agreed to the indemnifying party of the commencement of such claim or threatened Proceeding, but the failure indemnity an Indemnified Party pursuant to this Article 10. The Indemnified Party shall promptly notify the indemnifying party will not relieve in writing the indemnifying party of any liability that it may have to known claim for payment of any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action Losses or the ability Related Expenses (regardless of the indemnifying party to obtain otherwise available insurance proceeds is materially prejudiced by the indemnified party's failure to give such notice. (b) If any Proceeding referred to provisos set forth in Section 10.4(a) is brought against an indemnified party and it gives notice 10.1). The Indemnified Party shall have the right to employ counsel of its choice reasonably satisfactory to the indemnifying party and conduct the defense and settlement relating to any Loss (regardless of the commencement provisos set forth in Sections 10.1 and 10.2) that is the subject of such Proceedingany cause of action or proceeding between or among Hallador, the Partnership or any LP Investor or any of its Indemnified Parties, on the one hand, and a third party, on the other hand (regardless of who is the Indemnified Party), and Hallador, the Partnership or the LP Investors, as the case may be, shall reasonably cooperate therewith, which costs and expenses shall be paid by the indemnifying party willupon demand therefor by the Indemnified Party. In addition, unless any indemnifying party shall indemnify and hold harmless the Indemnified Parties from any and all reasonable legal expenses incurred by the Indemnified Parties in connection with enforcing their rights to indemnity under this Article I as Related Expenses; provided, however, that, in the case of any claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless for indemnity (i) by the indemnifying party is also a party Partnership, any LP Investor or one of their Indemnified Parties pursuant to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriateSection 10.1, or (ii) by the Partnership, Hallador, Production or one of their respective Indemnified Parties pursuant to Section 10.2 (in each case, the "Instituting Party") in respect of, in each case, a claim instigated by such Instituting Party (and not as a result of a claim made by any third party), it is agreed that if the indemnifying party fails to provide reasonable assurance to disputes any such claim for indemnity the indemnified party fees and expenses of its financial capacity to defend counsel employed by such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel satisfactory to the indemnified party and, after notice from Instituting Party need not be paid on demand by the indemnifying party until such time as either the dispute is resolved between the Instituting Party and the indemnifying party or an arbitral decision is obtained by the Instituting Party, (b) In the event of any payment, and only to the indemnified party of its election such extent, under this Section 10.4 to assume the defense of such Proceedingan Indemnified Party, the indemnifying party will notshall be subrogated to all of such Indemnified Party's rights in respect of such Losses and Related Expenses against any Person other than such Indemnified Party and its Affiliates and such Indemnified Party shall execute and deliver such instruments and take such other action as the indemnifying party shall reasonably request in order to effect such subrogation, as long as it diligently conducts such defenseall at the expense of the indemnifying party; provided, be liable to however, that the indemnified indemnifying party shall not interfere with any proceedings between the Indemnified Party and any third party. If payment is made by an indemnifying party under this Section 10 10.4 and the Indemnified Party subsequently recovers from a third party any Losses or Related Expenses for any fees of other counsel or any other expenses with respect to the defense of which such Proceedingpayment was made, such Indemnified Party shall receive in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If trust for the indemnifying party assumes the defense of a Proceeding, (i) no compromise or settlement proceeds of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person recovery and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (ii) the indemnified party will have no liability with respect to any compromise or settlement of promptly pay such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice proceeds to the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- Each party indemnified under paragraph (a) Promptly or (b) of this Section 7 shall, promptly after receipt by an indemnified party under Section 10.2 or 10.3, of notice of any claim or the commencement of any Proceeding action against it or of notice that such Proceeding has been Threatened against it, such indemnified party willin respect of which indemnity may be sought, if a claim is to be made against an indemnifying party under such Section, give notice to notify the indemnifying party in writing of the commencement of such claim or threatened Proceeding, but the commencement thereof; provided that the failure to notify the indemnifying party will shall not relieve the indemnifying party of it from any liability that which it may have to any an indemnified partyparty on account of the indemnity agreement contained in paragraph (a) or (b) of this Section 7, except to the extent that the indemnifying party demonstrates that the defense of was actually prejudiced by such action or the ability of failure, and in no event shall relieve the indemnifying party from any other liability which it may have to obtain otherwise available insurance proceeds is materially prejudiced by the such indemnified party's failure to give such notice. (b) . If any Proceeding referred to in Section 10.4(a) is such claim or action shall be brought against an indemnified party party, and it gives notice to shall notify the indemnifying party of the commencement of such Proceedingthereof, the indemnifying party will, unless the claim involves Taxes, shall be entitled to participate in such Proceeding therein, and, to the extent that it wishes (unless (i) the wishes, jointly with any other similarly notified 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 thereof with counsel reasonably satisfactory to the indemnified party and, after party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceedingclaim or action, the indemnifying party will not, as long as it diligently conducts such defense, shall not be liable to the indemnified party under this Section 10 7 for any fees of other counsel legal or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, thereof other than reasonable costs of investigation. If ; provided that each indemnified party, its officers and directors, if any, and each person, if any, who controls such indemnified party within the indemnifying party assumes meaning of the defense of a ProceedingSecurities Act, (i) no compromise or settlement of such claims may be effected shall have the right to employ separate counsel reasonably approved by the indemnifying party to represent them if the named parties to any action (including any impleaded parties) include both such indemnified party and an indemnifying party or an affiliate of an indemnifying party, and such indemnified party shall have been advised by counsel either (i) that there may be one or more legal defenses available to such indemnified party that are different from or additional to those available to such indemnifying party or such affiliate or (ii) a conflict may exist between such indemnified party and such indemnifying party or such affiliate, and in that event the fees and expenses of one such separate counsel for all such indemnified parties shall be paid by the indemnifying party. An indemnified party will not enter into any settlement agreement which is not approved by the indemnifying party, which approval shall not to be unreasonably withheld. The indemnifying party may not agree to any settlement of any such claim or action which provides for any remedy or relief other than monetary damages for which the indemnifying party shall be responsible hereunder, without the indemnified party's prior written consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, which shall not be unreasonably withheld, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; any such settlement agreement shall contain a complete and (ii) the indemnified party will have no unconditional release from liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the each indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) . Notwithstanding the foregoing, if at any time an indemnified party determines shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by this Section 7, the indemnifying party agrees that it shall be liable for any settlement effected without its written consent if (i) such settlement is entered into more than 30 business days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it accordance with such request prior to the date of settlement. In any action hereunder as to which the indemnifying party has assumed the defense thereof with counsel reasonably satisfactory to the indemnified party, the indemnified party shall continue to be entitled to participate in the defense thereof, with counsel of its own choice, but, except as set forth above, the indemnifying party shall not be obligated hereunder to reimburse the indemnified party; for the costs thereof. In all instances, the indemnified party shall cooperate fully with the indemnifying party or its affiliates other than counsel in the defense of each claim or action. If the indemnification provided for in this Section 7 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 herein, then each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by such indemnified party as a result of monetary damages such loss, claim, damage or liability, or action in respect thereof, in such proportion as shall be appropriate to reflect the relative fault of the indemnifying party on the one hand and the indemnified party on the other with respect to the statements or omissions which resulted in such loss, claim, damage or liability, or action in respect thereof, as well as any other relevant equitable considerations. 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 and their relative knowledge, access to information and opportunity to correct or prevent such statement or omission, but not by reference to any indemnified party's stock ownership in Parent. In no event, however, shall a Holder be required to contribute in excess of the amount of the net proceeds received by such Holder in connection with the sale of Registrable Securities in the offering which is the subject of such loss, claim, damage or 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 which it would purposes of this paragraph, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle contribution from any person who was not guilty of 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)fraudulent misrepresentation.

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- Any party entitled to indemnification under this Section 9 (aan “Indemnified Party”) Promptly after receipt by an indemnified party under Section 10.2 or 10.3, of notice of the commencement of any Proceeding against it or of notice that such Proceeding has been Threatened against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, will give written notice to the indemnifying party of the commencement of such any matters giving rise to a claim or threatened Proceedingfor indemnification; provided, but that the failure of any party entitled to notify the indemnifying party will indemnification hereunder to give notice as provided herein shall not relieve the indemnifying party of any liability that it may have to any indemnified party, its obligations under this Section 9 except to the extent that the indemnifying party demonstrates that the defense of such action or the ability of the indemnifying party to obtain otherwise available insurance proceeds is materially actually prejudiced by the indemnified party's such failure to give such notice. (b) If . In case any Proceeding referred to in Section 10.4(a) action, proceeding or claim is brought against an indemnified Indemnified Party in respect of which indemnification is sought hereunder, the indemnifying party shall be entitled to participate in and, unless in the reasonable judgment of counsel to the Indemnified Party a conflict of interest between it and the indemnifying party may exist with respect of such action, proceeding or claim, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. In the event that the indemnifying party advises an Indemnified Party that it will contest such a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the indemnifying party elects in writing to assume and does so assume the defense of any such claim, proceeding or action, the Indemnified Party’s costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall be losses subject to indemnification hereunder. The Indemnified Party shall cooperate fully with the indemnifying party in connection with any settlement negotiations or defense of any such action or claim by the indemnifying party and it gives notice shall furnish to the indemnifying party all information reasonably available to the Indemnified Party, which relates to such action or claim. The indemnifying party shall keep the Indemnified Party fully apprised at all times as to the status of the commencement of such Proceeding, defense or any settlement negotiations with respect thereto. If the indemnifying party willelects to defend any such action or claim, unless then the claim involves Taxes, Indemnified Party shall be entitled to participate in such Proceeding anddefense with counsel of its choice at its sole cost and expense. The indemnifying party shall not be liable for any settlement of any action, claim or proceeding affected without its prior written consent. Notwithstanding anything in this Section 9 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 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 Proceedingcontrary, the indemnifying party will shall not, without the Indemnified Party’s prior written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof which imposes any future obligation on the Indemnified Party or which does not include, as long as it diligently conducts such defensean unconditional term thereof, be liable the giving by the claimant or the plaintiff to the indemnified party under this Section 10 for any fees Indemnified Party of other counsel or any other expenses with a release from all liability in respect to the defense of such Proceeding, claim. The indemnity agreements contained herein shall be in each case subsequently incurred by addition to (a) any cause of action or similar rights of the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If Indemnified Party against the indemnifying party assumes the defense of a Proceedingor others, and (ib) no compromise or settlement of such claims may be effected by any liabilities the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (ii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified partysubject to. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- Each party indemnified under paragraph (a) Promptly or (b) of this Section 8 shall, promptly after receipt by an indemnified party under Section 10.2 or 10.3, of notice of any claim or the commencement of any Proceeding action against it or of notice that such Proceeding has been Threatened against it, such indemnified party willin respect of which indemnity may be sought, if a claim is to be made against an indemnifying party under such Section, give notice to notify the indemnifying party in writing of the commencement of such claim or threatened Proceeding, but the commencement thereof; provided that the failure to notify the indemnifying party will shall not relieve the indemnifying party of it from any liability that which it may have to any an indemnified partyparty on account of the indemnity agreement contained in paragraph (a) or (b) of this Section 8, except to the extent that the indemnifying party demonstrates that the defense of was prejudiced by such action or the ability of failure, and in no event shall relieve the indemnifying party from any other liability which it may have to obtain otherwise available insurance proceeds is materially prejudiced by the such indemnified party's failure to give such notice. (b) . If any Proceeding referred to in Section 10.4(a) is such claim or action shall be brought against an indemnified party party, and it gives notice to shall notify the indemnifying party of the commencement of such Proceedingthereof, the indemnifying party will, unless the claim involves Taxes, shall be entitled to participate in such Proceeding therein, and, to the extent that it wishes (unless (i) the wishes, jointly with any other similarly notified 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)party, to assume the defense of such Proceeding thereof with counsel reasonably satisfactory to the indemnified party and, after party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceedingclaim or action, the indemnifying party will not, as long as it diligently conducts such defense, shall not be liable to the indemnified party under this Section 10 8 for any fees of other counsel legal or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, thereof other than reasonable costs of investigation. If ; provided that each indemnified party, its officers and directors, if any, and each person, if any, who controls such indemnified party within the indemnifying party assumes meaning of the defense of a ProceedingSecurities Act, (i) no compromise or settlement of such claims may be effected shall have the right to employ separate counsel reasonably approved by the indemnifying party without to represent them if the indemnified party's consent unless named parties to any action (Aincluding any impleaded parties) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (ii) the include both such indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to and an indemnifying party or an affiliate of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying indemnified party will not be bound shall have been advised by any determination of a Proceeding so defended or any compromise or settlement effected without its consent counsel either (which may not be unreasonably withheldi).

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- (a) Promptly after receipt by an In the event any person or entity not a party to this Agreement shall make any demand or claim or file or threaten to file or continue any lawsuit, which demand, claim or lawsuit may result in Company Indemnified Liabilities or Pixorial Indemnified Liabilities, as the case may be, the indemnified party under Section 10.2 or 10.3, of shall give written notice of the commencement of any Proceeding against it or of notice that to such Proceeding has been Threatened against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice effect to the indemnifying party promptly upon becoming aware thereof. In such event, the indemnifying party shall assume full control of the commencement of defense thereof and hire counsel (which counsel shall be reasonably satisfactory to the indemnified party) to defend any such demand, claim or threatened Proceedinglawsuit (provided, but however, that the failure to notify the indemnifying party will give such Notice shall not relieve the indemnifying party of any liability its obligations hereunder). The indemnified party shall be permitted to participate in such defense at its sole cost and expense, provided that it may if the indemnifying party proposes that the same counsel represent both the indemnified party and the indemnifying party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, then the indemnified party shall have the right to any indemnified retain its own counsel at the cost and expense of the indemnifying party, except to . In the extent event that the indemnifying party demonstrates that shall fail to respond within 20 days after receipt of the notice from the indemnified party of any such demand, claim or lawsuit, then the indemnified party may retain counsel and conduct the defense of such action demand, claim or lawsuit, as it may in its sole discretion deem proper, at the ability sole cost and expense of the indemnifying party to obtain otherwise available insurance proceeds is materially prejudiced by the indemnified party's failure to give such notice. (b) If any Proceeding referred With regard to claims of third parties for which indemnification is payable hereunder, such indemnification shall be paid in Section 10.4(a) is brought against an indemnified party and it gives notice to the indemnifying party advance of the commencement settlement or final adjudication thereof on a current basis within 30 days of such Proceeding, the indemnifying party will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to receipt from the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel satisfactory to the indemnified party and, after notice from supporting documentation as the indemnifying party may reasonably request. The Company shall have the right to set off the Company Indemnified Liabilities against the Shares issuable pursuant to this Agreement and the Company’s common stock issuable pursuant to the indemnified party stock options provided for in the Consulting Agreement (the “Option Shares”). The obligations of its election Pixorial and Axxxxx pursuant to assume this Section 11 to indemnify the defense of such Proceeding, Company for the indemnifying party will not, as long as it diligently conducts such defense, Company Indemnified Liabilities shall be liable limited to the indemnified party under this Section 10 for any fees of other counsel or any other expenses with respect Company’s right to the defense of set off such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made amounts against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (ii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding Shares and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified partyOption Shares. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- If a Reata Indemnitee or a Kyowa Indemnitee (aas the case may be, an “Indemnitee”) Promptly after receipt by an indemnified party under Section 10.2 or 10.3wishes to seek indemnification hereunder, of notice such Indemnitee will inform the Party obligated to indemnify the Indemnitee hereunder (the “Indemnifying Party”) of the commencement of any Proceeding against it or of notice that such Proceeding has been Threatened against it, such indemnified party will, if a Third Party claim is to be made against an indemnifying party under such Section, give notice giving rise to the indemnifying party of the commencement obligation to indemnify as soon as reasonably practicable after receiving Notice of such claim or threatened Proceeding, but Third Party claim. The Indemnifying Party will have the failure right to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that assume and control the defense of any such action or Third Party claim for which it is obligated to indemnify the ability Indemnitee under this Agreement. The Indemnitee will cooperate with the Indemnifying Party (and its insurer) as the Indemnifying Party may reasonably request, and at the sole cost and expense of the indemnifying party Indemnifying Party. The Indemnitee will have the right to obtain otherwise available insurance proceeds is materially prejudiced retain its own counsel, at the expense of the Indemnifying Party, if representation of such Indemnitee by the indemnified party's failure to give such notice. (b) If any Proceeding referred to counsel retained by the Indemnifying Party would be inappropriate because of actual or potential differences in Section 10.4(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement interests of such ProceedingIndemnitee and any other Party represented by such counsel. In all other cases, the indemnifying party will, unless Indemnitee will have the claim involves Taxes, be entitled right to participate in such Proceeding anddefense, subject to the extent Indemnifying Party’s control, using its own counsel at its own expense. The Indemnifying Party will have no obligation to indemnify any Indemnitee in connection with any settlement made without the Indemnifying Party’s prior written consent; provided, that it wishes the Indemnifying Party does not unreasonably withhold or delay any such written consent. The Indemnifying Party shall seek the prior written consent of the Indemnified Party for any settlement of a Third Party claim subject to indemnification hereunder (unless (isuch consent to not be unreasonably withheld, delayed or conditioned) if such settlement would materially diminish or materially adversely affect the indemnifying party is also a party to scope, exclusivity or duration of any intellectual property licensed under this Agreement, would require any payment by such Proceeding and Indemnified Party, would require an admission of legal wrongdoing in any way on the indemnified party determines in good faith that joint representation would be inappropriatepart of an Indemnified Party, or would effect an amendment of this Agreement (ii) otherwise, no such consent shall be required). If the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding Indemnifying Party does not assume and provide indemnification with respect to such Proceeding), to assume conduct the defense of such Proceeding with counsel satisfactory the Third Party claim as provided above, (a) the Indemnitee may defend against, and consent to the indemnified party and, after notice from the indemnifying party to the indemnified party entry of its election to assume the defense of such Proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 10 for any fees of other counsel judgment or enter into any other expenses settlement with respect to the defense of such Proceedingclaim in any manner the Indemnitee may deem reasonably appropriate (and the Indemnitee need not consult with, in each case subsequently incurred by or obtain any consent from, the indemnified party Indemnifying 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) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified partytherewith), and (Bb) the sole relief Indemnifying Party will remain responsible to indemnify the Indemnitee as provided is monetary damages that are paid in full by the indemnifying party; and (ii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified partythis ARTICLE XIV. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- (a) Promptly after receipt by an indemnified Any party under Section 10.2 or 10.3, of notice of the commencement of any Proceeding against it or of notice that such Proceeding has been Threatened against it, such indemnified party will, if hereto entitled to make a claim is to be made against an indemnifying party under such Section, give notice to for indemnification hereunder shall promptly notify the indemnifying party of the commencement claim in writing upon learning of such claim or threatened Proceedingthe facts constituting such claim, but describing the claim in reasonable detail, the amount thereof (if known), and the basis therefor, provided, however, that the failure to so notify the indemnifying party will shall not relieve the indemnifying party of any liability that it may have to any indemnified party, its obligations hereunder except to the extent that (and only to the extent that) such failure shall have caused damages in excess of those for which the indemnifying party demonstrates that would have been required to provide indemnification had prompt notice hereunder been given, in which case the defense of such action or the ability of indemnified party shall not be entitled to indemnification from the indemnifying party with respect to obtain such excess. The party from whom indemnification is sought shall respond to each such claim within thirty (30) days of receipt of such notice (the “Response Period”). No action shall be taken pursuant to the provisions of this Agreement or otherwise available insurance proceeds is materially prejudiced by the indemnified party's failure party seeking indemnification (unless reasonably necessary to give such noticeprotect the rights of the party seeking indemnification) until the expiration of the 30-day response period. (b) If any Proceeding referred a claim for indemnification hereunder is based on a claim by a third party, the indemnifying party shall have the right to in Section 10.4(a) is brought against an assume the entire control of the defense thereof including, at its own expense, employment of counsel reasonably satisfactory to the indemnified party; provided, that the indemnified party and it gives notice may participate in any proceeding with counsel of its choice at its expense and, provided further, that prior to the indemnifying party assuming control of such defense it shall first verify to the indemnified party in writing that such indemnifying party shall be fully responsible (with no reservation of any rights) for all Losses arising out of the commencement matter giving rise to such claim for indemnification and, provided further, that the indemnifying party shall not be entitled to assume control of such Proceedingdefense (unless otherwise agreed to in writing by the indemnified party) and shall pay the reasonable fees and expenses of one counsel retained by the indemnified party if (1) the claim for indemnification relates to or arises in connection with any criminal or quasi-criminal proceeding, action, indictment, allegation or investigation, or (2) the claim seeks an injunction or equitable relief against the indemnified party. In any such event, the indemnifying party willshall have the right to settle or resolve any such claim by a third party; provided, unless that any such settlement or resolution contemplated by the claim Agent, acting on behalf of the Sellers (as the indemnifying party), that involves Taxesany action by the Buyer other than the payment of money (which is to be paid in full, on behalf of the Sellers, from the Escrow Fund and/or the Agent Fund (subject to the applicable conditions and limits contained in this ARTICLE VII)) shall not be entitled to participate in such Proceeding concluded without the prior written approval of the Buyer; and, to provided further, that any such settlement or resolution contemplated by the extent that it wishes (unless (i) Buyer, as the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith party, 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 satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 10 for involves any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, action other than reasonable costs the payment of investigation. If the indemnifying party assumes the defense of a Proceeding, money (i) no compromise or settlement of such claims may which is to be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iiBuyer) shall not be concluded without the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party prior written approval of the commencement of any Proceeding and the indemnifying party does notAgent, within ten days after the indemnified party's notice is givenwhich approval shall not be unreasonably withheld, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding delayed or any compromise or settlement effected by the indemnified partyconditioned. (c) Notwithstanding The party claiming indemnification shall cooperate fully with the indemnifying party and make available to the indemnifying party all pertinent information under its control. Without limiting the generality of the foregoing, if an indemnified party determines Buyer will, and will cause employees of the Company and the Subsidiaries to, cooperate fully with the Agent in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates other than as a result of monetary damages connection with any matter for which it would be entitled to indemnification under this Agreementthe Agent, acting on behalf of the indemnified party maySellers, by notice to is the indemnifying party. Such cooperation shall include, without limitation, (i) assisting in the collection and following a good faith attempt preparation of discovery materials, (ii) meeting with (and making employees available to consult with meet with) the indemnifying partyAgent and/or its counsel to prepare for and/or appear as witnesses at depositions, assume court proceedings and/or trial and (iii) providing to the exclusive right to defend, compromise, or settle such Proceeding, but Agent and/or its counsel all information under the indemnifying party will not be bound by any determination control of a Proceeding so defended the Company or any compromise of its Subsidiaries that is deemed necessary by the Agent and/or its counsel for the defense or settlement effected without its consent (which may not be unreasonably withheld)prosecution of such matter.

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- (a) Promptly after receipt by an indemnified party under Section 10.2 or 10.3, 10.3 of notice from a third party of the commencement of any Proceeding against it or of notice that such Proceeding has been Threatened against itaction (a “Third-Party Claim”), such indemnified party willshall, if a claim in respect thereof is to be made against an indemnifying party under such Section, give written notice to the indemnifying party of the commencement of such claim or threatened Proceedingthereof, but the failure so to notify the indemnifying party will shall not relieve the indemnifying party it of any liability that it may have to any indemnified party, party except to the extent that the indemnifying party demonstrates that the defense of such action or the ability of the indemnifying party to obtain otherwise available insurance proceeds Third-Party Claim is materially prejudiced by the indemnified party's failure to give thereby. In case any such notice. (b) If any Proceeding referred to in Section 10.4(a) is Third-Party Claim shall be brought against an indemnified party and it gives shall give written notice to the indemnifying party of the commencement of such Proceedingthereof, the indemnifying party will, unless the claim involves Taxes, shall be entitled to participate in such Proceeding therein and, to the extent that it wishes (unless (i) may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. If 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), elects to assume the defense of such Proceeding with counsel satisfactory to Third-Party Claim, the indemnified party and, after notice from shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the indemnifying party elects not to assume (or fails to assume) the indemnified defense of such Third-Party Claim, or if the indemnifying party of its election has elected to assume the defense of such ProceedingThird-Party Claim and thereafter fails to diligently pursue the defense of such Third-Party Claim, the indemnified party shall be entitled to assume the defense of such Third-Party Claim with counsel of its own choice, at the expense of the indemnifying party. If such Third-Party Claim is asserted against both the indemnifying party and the indemnified party and 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 will not, as long as it diligently conducts such defense, shall be liable to responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one indemnified party, the indemnifying party under this Section 10 shall not be responsible for any fees paying for more than one separate firm of other counsel or any other expenses with respect attorneys to the defense of such Proceeding, in each case subsequently incurred by represent the indemnified party in connection with parties, regardless of the defense number of such Proceeding, other than reasonable costs of investigationindemnified parties. If the indemnifying party assumes elects to assume the defense of a Proceedingsuch Third-Party Claim, (ia) no compromise or settlement of such claims thereof may be effected by the indemnifying party without the indemnified party's ’s written consent (which shall not be unreasonably withheld) unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; party and (iib) the indemnified indemnifying party will shall have no liability with respect to any compromise or settlement of such claims thereof effected without its consentwritten consent (which 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 ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume assumes the defense of such ProceedingThird-Party Claim, the indemnifying party will be bound by any determination made in such Proceeding or any (x) no compromise or settlement thereof may be effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to without the indemnifying party, and following a good faith attempt to consult with 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 ’s written consent (which may shall not be unreasonably withheld).

Procedure for Indemnification. THIRD PARTY CLAIMS -------------------------------------------------CLAIMS (a) Promptly after receipt by an indemnified party under Section 10.2 10.2, 10.3 or 10.3, 10.4 of notice of the commencement COMMENCEMENT of any Proceeding against it or of notice that such Proceeding has been Threatened against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim or threatened Proceedingclaim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action or the ability of the indemnifying party to obtain otherwise available insurance proceeds is materially prejudiced by the indemnified indemnifying party's failure to give such notice. (b) If any Proceeding referred to in Section 10.4(a10.7(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party will, unless the claim involves Taxes, will be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified 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, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 10 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent (which consent shall not be unreasonably withheld or delayed) unless (A) there is no finding or admission of any violation by the indemnified party of Legal Requirements or any violation by the indemnified party of the rights of any Person and no effect adverse to the indemnified party on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iiiii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consentconsent (which consent shall not be unreasonably withheld or delayed); and (iv) no compromise or settlement of such claims may be effected by the indemnified party without the indemnifying party's consent (which consent shall not be unreasonably withheld or delayed). If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten (10) business days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified partyparty with the consent of the indemnifying party (which consent shall not be unreasonably withheld or delayed). (c) Notwithstanding the foregoing, if an indemnified party determines reasonably and in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult participate with the indemnifying party, assume party in the exclusive right to defenddefense, compromise, or settle settlement of 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 withheldwithheld or delayed). (d) Each of the parties to this Agreement hereby consents to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any indemnified party for purposes of any claim that an indemnified party may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agrees that process may be served on such party with respect to such a claim anywhere in the world. (e) This Section 10.7 is subject to Section 10.3 with respect to a claim for indemnification or reimbursement under Section 10.3. (f) In no event shall an indemnifying party be liable for the fees and expenses of more than one counsel in addition to its own counsel in connection with a matter covered by this Section 10.7.

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- Each party indemnified under paragraph (a) Promptly or (b) of this Section 8 shall, promptly after receipt by an indemnified party under Section 10.2 or 10.3, of notice of any claim or the commencement of any Proceeding action against it or of notice that such Proceeding has been Threatened against it, such indemnified party willin respect of which indemnity may be sought, if a claim is to be made against an indemnifying party under such Section, give notice to notify the indemnifying party in writing of the commencement of such claim or threatened Proceeding, but the commencement thereof; provided that the failure to notify the indemnifying party will shall not relieve the indemnifying party of it from any liability that which it may have to any an indemnified partyparty on account of the indemnity agreement contained in paragraph (a) or (b) of this Section 8, except to the extent that the indemnifying party demonstrates that the defense of was prejudiced by such action or the ability of failure, and in no event shall relieve the indemnifying party from any other liability which it may have to obtain otherwise available insurance proceeds is materially prejudiced by the such indemnified party's failure to give such notice. (b) . If any Proceeding referred to in Section 10.4(a) is such claim or action shall be brought against an indemnified party party, and it gives notice to shall notify the indemnifying party of the commencement of such Proceedingthereof, the indemnifying party will, unless the claim involves Taxes, shall be entitled to participate in such Proceeding therein, and, to the extent that it wishes (unless (i) the wishes, jointly with any other similarly notified 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 thereof with counsel reasonably satisfactory to the indemnified party and, after party. After notice from form the indemnifying party to the indemnified party of its election to assume the defense of such Proceedingclaim or action, the indemnifying party will not, as long as it diligently conducts such defense, shall not be liable to the indemnified party under this Section 10 8 for any fees of other counsel legal or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, thereof other than reasonable costs of investigation. If ; provided that each indemnified party, its officers and directors, if any, and each person, if any, who controls such indemnified led party within the indemnifying party assumes meaning of the defense of a ProceedingSecurities act, (i) no compromise or settlement of such claims may be effected shall have the right to employ separate counsel reasonably approved by the indemnifying party to represent them if the named parties to any action (including any impleaded parties) include both such indemnified party and an indemnifying party or an affiliate of an indemnifying part, and such indemnified party shall have been advised by counsel either (i) that there may be one or more legal defenses available to such indemnified party that are different from or additional to those available to such indemnifying party or such affiliate or (ii) a conflict may exist between such indemnified party and such indemnifying party or such affiliate, and in that event the fees and expenses of one such separate counsel for all such indemnified parties shall be paid by the indemnifying party. As indemnified party will not enter into any settlement agreement which is not approved by the indemnifying party, such approval not to be unreasonably withheld. The indemnifying party may not agree to any settlement of any such claim or action which provides for any remedy or relief other than monetary damages for which the indemnifying party shall be responsible hereunder, without the indemnified party's prior written consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by which shall not be unreasonably withheld. In any action hereunder as to which the indemnifying party has assumed the defense thereof with counsel reasonably satisfactory to the indemnified party; and (ii) , the indemnified party will have no liability shall continue to be entitled to participate in the defense thereof, with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party counsel of its election to assume the defense of such Proceedingown choice, but, except as set forth above, the indemnifying party will shall not be bound by any determination made in such Proceeding or any compromise or settlement effected by obligated hereunder to reimburse the indemnified party. (c) Notwithstanding part; for the foregoingcosts thereof. In all instances, if the indemnified party shall cooperate fully with the indemnifying party or its counsel in the defense of each claim or action. If the indemnification provided for in this Section 8 shall for any reason be unavailable to an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it respect of any loss, claim, damage or its affiliates other than liability, or any action in respect thereof, referred to herein, then each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by such indemnified party as a result of monetary damages such loss, claim, damage or liability, or action in respect thereof, in such proportion as shall be appropriate to reflect the relative fault of the indemnifying party on the one hand and the indemnified party on the other with respect to the statements or omissions which resulted in such loss, claim, damage or liability, or action in respect thereof, as well as any other relevant equitable considerations. 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 and their relative knowledge, access to 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 a Holder be required to contribute in excess of the amount of the net proceeds received by such Holder in connection with the sale of Registrable Securities in the offering which is the subject of such loss, claim, damage or 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 which it would purposes of this paragraph, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle contribution from any person who was not guilty of 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)fraudulent misrepresentation.

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- Any party entitled to indemnification under this Section 10 (aan "Indemnified Party") Promptly after receipt by an indemnified party under Section 10.2 or 10.3, of notice of the commencement of any Proceeding against it or of notice that such Proceeding has been Threatened against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, will give written notice to the indemnifying party of the commencement of such any matters giving rise to a claim or threatened Proceedingfor indemnification; provided, but that the failure of any party entitled to notify the indemnifying party will indemnification hereunder to give notice as provided herein shall not relieve the indemnifying party of any liability that it may have to any indemnified party, its obligations under this Section 10 except to the extent that the indemnifying party demonstrates that the defense of such action or the ability of the indemnifying party to obtain otherwise available insurance proceeds is materially actually prejudiced by the indemnified party's such failure to give such notice. (b) If . In case any Proceeding referred to in Section 10.4(a) action, proceeding or claim is brought against an indemnified Indemnified Party in respect of which indemnification is sought hereunder, the indemnifying party shall be entitled to participate in and, unless in the reasonable judgment of counsel to the Indemnified Party a conflict of interest between it and the indemnifying party may exist with respect of such action, proceeding or claim, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. In the event that the indemnifying party advises an Indemnified Party that it will contest such a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the indemnifying party elects in writing to assume and does so assume the defense of any such claim, proceeding or action, the Indemnified Party's costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall be losses subject to indemnification hereunder. The Indemnified Party shall cooperate fully with the indemnifying party in connection with any settlement negotiations or defense of any such action or claim by the indemnifying party and it gives notice shall furnish to the indemnifying party all information reasonably available to the Indemnified Party, which relates to such action or claim. The indemnifying party shall keep the Indemnified Party fully apprised at all times as to the status of the commencement of such Proceeding, defense or any settlement negotiations with respect thereto. If the indemnifying party willelects to defend any such action or claim, unless then the claim involves Taxes, Indemnified Party shall be entitled to participate in such Proceeding anddefense with counsel of its choice at its sole cost and expense. The indemnifying party shall not be liable for any settlement of any action, claim or proceeding effected without its prior written consent. Notwithstanding anything in this Section 10 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 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 Proceedingcontrary, the indemnifying party will shall not, without the Indemnified Party's prior written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof which imposes any future obligation on the Indemnified Party or which does not include, as long as it diligently conducts such defensean unconditional term thereof, be liable the giving by the claimant or the plaintiff to the indemnified party under this Section 10 for any fees Indemnified Party of other counsel or any other expenses with a release from all liability in respect to the defense of such Proceeding, claim. The indemnity agreements contained herein shall be in each case subsequently incurred by addition to (i) any cause of action or similar rights of the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If Indemnified Party against the indemnifying party assumes the defense of a Proceedingor others, (i) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (ii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and liabilities the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will may be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified partysubject to. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- (a) Promptly after receipt by an Except for the Moloxxx Xxxt to which Section 9.3(b), and not this Section 9.3(a), applies, and the Ramsxx Xxxt and the Settlement Agreement to which Section 9.3(c), and not this Section 9.3(a), applies, in the event that any indemnified party under Section 10.2 or 10.3, of receives written notice of the commencement of any Proceeding against it action or proceeding, the assertion of notice that any claim by a third party or the imposition of any penalty or assessment for which indemnity may be sought pursuant to this Article IX (a "Third Party Claim"), and such Proceeding has been Threatened against itindemnified party intends to seek indemnity pursuant to this Article IX, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to shall promptly provide the indemnifying party of the commencement with written notice of such claim action, proceeding, claim, penalty or threatened Proceedingassessment, but the failure to notify the and such indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified partyshall, except to the extent that the indemnifying party demonstrates that the defense upon receipt of such action or the ability of the indemnifying party to obtain otherwise available insurance proceeds is materially prejudiced by the indemnified party's failure to give such notice. (b) If any Proceeding referred to in Section 10.4(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party will, unless the claim involves Taxes, be entitled to participate in or, at the indemnifying party's option, assume the defense, appeal or settlement of such Proceeding andaction, proceeding, claim, penalty or assessment with respect to the extent that it wishes (unless (i) which such indemnity has been invoked with counsel of its choosing, and such indemnified party will fully cooperate with the indemnifying party is also in connection therewith; provided that such indemnified party shall be entitled to employ one counsel to represent such indemnified party if, in such indemnified party's reasonable judgment, a conflict of interest between the indemnifying party to such Proceeding and the indemnified party determines exists in good faith respect to such claim and in that joint representation would event the reasonable fees and expenses of such separate counsel shall be inappropriate, or (ii) paid by the indemnifying party fails to provide party. In the event that in the indemnified party's reasonable assurance to judgment no such conflict exists, the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will not, as long as it diligently conducts may participate in (but not control) such defense, be liable to the indemnified appeal or settlement at its own expense. The indemnifying party under this Section 10 for shall not compromise or settle any fees Third Party Claim unless such compromise or settlement includes a waiver and release of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by all claims against the indemnified party in form and substance reasonably acceptable to the indemnified party. In the event that the (b) Seller shall assume the appeal or settlement of the Moloxxx Xxxt with counsel of its choosing, and Buyer shall cause the Buyer Group to cooperate fully with Seller in connection therewith, at Seller's expense. The Buyer Group shall not be entitled to employ counsel at Seller's expense in connection with the Moloxxx Xxxt. The Buyer Group may, at its option, participate in (but not control) such appeal or settlement with counsel hired at Buyer's expense. (c) Seller shall assume the defense or settlement of any claims by Guy X. Xxxxxx xxxsuant to the Ramsxx Xxxt, the Settlement Agreement or the breach or nonperformance of the Settlement Agreement with counsel of its choosing, and Buyer shall cause the Buyer Group to cooperate fully with Seller in connection therewith, at Seller's expense. The Buyer Group shall not be entitled to employ counsel at Seller's expense in connection therewith. The Buyer Group may, at its option, participate in (but not control) such defense or settlement with counsel hired at Buyer's expense. (d) Any indemnifiable claim that is not a Third Party Claim shall be asserted by written notice to the indemnifying party. The indemnifying party shall respond to such notice within 30 days, either by paying such claim or by notifying the party requesting indemnification of its intent to contest all or a part of such Proceeding, other than reasonable costs of investigationclaim. If the indemnifying party assumes the defense of contests only a Proceeding, (i) no compromise or settlement part of such claims may be effected by claim, it shall promptly pay to the party requesting indemnification the portion of such claim that is not contested. If the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may does not respond to such notice within 30 days, such claim shall be made against the indemnified partydeemed admitted, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (ii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after shall have no further right to contest the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense validity of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified partyclaim. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

Procedure for Indemnification. THIRD PARTY CLAIMS -------------------------------------------------CLAIMS (a) Promptly after receipt by an indemnified party under Section 10.2 5.2 or 10.3, 5.3 of notice of the commencement of any Proceeding against it or of notice that such Proceeding has been Threatened against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim or threatened Proceedingclaim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action or the ability of the indemnifying party to obtain otherwise available insurance proceeds is materially prejudiced by the indemnified indemnifying party's failure to give such notice. (b) If any Proceeding referred to in Section 10.4(a5.4(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party will, unless the claim involves Taxes, will be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified 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 satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 10 5 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iiiii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Seller hereby consents to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on Seller with respect to such a claim anywhere in the world.

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- (a) Promptly after receipt by an indemnified Each party under Section 10.2 or 10.3, of will give the other party prompt written notice of the commencement of any Proceeding against it or of notice third-party claim to which these indemnification provisions apply; provided, however, that such Proceeding has been Threatened against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim or threatened Proceeding, but the failure to notify the indemnifying party provide such notice will not relieve release the indemnifying party Selling Parties from any of any liability that it may have to any indemnified partytheir obligations under this Article 6, except to the extent that such failure has actually prejudiced the indemnifying Selling Parties’ rights in such third-party demonstrates that the defense of such action or the ability of the indemnifying party to obtain otherwise available insurance proceeds is materially prejudiced by the indemnified party's failure to give such noticeclaim. (b) If any Proceeding referred to in Section 10.4(a) a party is brought against an indemnified the subject of a third-party and claim for which it gives notice will seek indemnification from the other party under this Article 6, it may either defend such claim or tender the defense to the indemnifying parties. If a party tenders the defense of the commencement of such Proceeding, the indemnifying any third-party will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless other party, then (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines shall have the right to consent to the selection of legal counsel in good faith that joint representation would be inappropriate, or its sole discretion and (ii) the indemnifying party fails to provide reasonable assurance to will not enter into any settlement, defense discharge, admission of liability or compromise of any claim or litigation without obtaining approval, which the indemnified party of can provide or withhold in its financial capacity sole discretion. If the indemnified party elects to defend such Proceeding third-party claim, then (1) the indemnified party shall have the full right to independently control the defense and provide settlement of such matter, which actions shall not negatively impact the indemnified party’s right to indemnification with respect and to such Proceeding)be held harmless under this Article 6 by the indemnifying party, to assume and (2) the indemnifying party shall, at the request of the indemnified party, if any, cooperate and assist the indemnified party in the defense of such Proceeding with counsel satisfactory to third-party claim. (c) Upon request of the indemnified party and, after notice from in a matter where the indemnifying party to the indemnified party of its election to assume the defense of is defending such Proceedingclaim, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 10 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against allow the indemnified party, at the indemnified party’s own cost and expense (B) including, without limitation, legal fees), to participate in such defense; provided, however, the sole relief provided indemnified party reserves the right to seek reimbursement and payment of defense costs and attorneys’ fees if the indemnified party’s defense or position in such claim is monetary damages that are paid different from or in full by conflict with the indemnifying party; and (ii) the indemnified party will have no liability with respect to any compromise ’s defense or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does notposition, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected as determined by the indemnified party, in its sole discretion. (cd) Notwithstanding Purchaser or the foregoingSelling Parties pursuant to this Article 6 shall be effected by wire transfer of immediately available funds from Purchaser or the Selling Parties, if as the case may be, to an indemnified party determines account designated by Purchaser or the Selling Parties, as the case may be, within five (5) business days after the determination thereof by mutual agreement of the parties or by the entry of a final unappealable order of a court or another dispute resolution authority having proper jurisdiction, provided that Purchaser may, in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled sole discretion, and notwithstanding anything herein to the contrary, offset any Losses subject to indemnification under this Agreement, by the indemnified party may, by notice to Selling Parties hereunder against the indemnifying party, and following a good faith attempt to consult with 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)Escrow Amount.

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- Any party entitled to indemnification under this Section 10 (aan “Indemnified Party”) Promptly after receipt by an indemnified party under Section 10.2 or 10.3, of notice of the commencement of any Proceeding against it or of notice that such Proceeding has been Threatened against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, will give written notice to the indemnifying party of the commencement of such any matters giving rise to a claim or threatened Proceedingfor indemnification; provided, but that the failure of any party entitled to notify the indemnifying party will indemnification hereunder to give notice as provided herein shall not relieve the indemnifying party of any liability that it may have to any indemnified party, its obligations under this Section 9 except to the extent that the indemnifying party demonstrates that the defense of such action or the ability of the indemnifying party to obtain otherwise available insurance proceeds is materially actually prejudiced by the indemnified party's such failure to give such notice. (b) If . In case any Proceeding referred to in Section 10.4(a) action, proceeding or claim is brought against an indemnified Indemnified Party in respect of which indemnification is sought hereunder, the indemnifying party shall be entitled to participate in and, unless in the reasonable judgment of counsel to the Indemnified Party a conflict of interest between it and the indemnifying party may exist with respect of such action, proceeding or claim, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. In the event that the indemnifying party advises an Indemnified Party that it will contest such a claim for indemnification hereunder, or fails, within thirty (30) days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the indemnifying party elects in writing to assume and does so assume the defense of any such claim, proceeding or action, the Indemnified Party's costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall be losses subject to indemnification hereunder. The Indemnified Party shall cooperate fully with the indemnifying party in connection with any settlement negotiations or defense of any such action or claim by the indemnifying party and it gives notice shall furnish to the indemnifying party all information reasonably available to the Indemnified Party, which relates to such action or claim. The indemnifying party shall keep the Indemnified Party fully apprised at all times as to the status of the commencement of such Proceeding, defense or any settlement negotiations with respect thereto. If the indemnifying party willelects to defend any such action or claim, unless then the claim involves Taxes, Indemnified Party shall be entitled to participate in such Proceeding anddefense with counsel of its choice at its sole cost and expense. The indemnifying party shall not be liable for any settlement of any action, claim or proceeding affected without its prior written consent. Notwithstanding anything in this Section 9 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 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 Proceedingcontrary, the indemnifying party will shall not, without the Indemnified Party’s prior written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof which imposes any future obligation on the Indemnified Party or which does not include, as long as it diligently conducts such defensean unconditional term thereof, be liable the giving by the claimant or the plaintiff to the indemnified party under this Section 10 for any fees Indemnified Party of other counsel or any other expenses with a release from all liability in respect to the defense of such Proceeding, claim. The indemnity agreements contained herein shall be in each case subsequently incurred by addition to (a) any cause of action or similar rights of the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If Indemnified Party against the indemnifying party assumes the defense of a Proceedingor others, and (ib) no compromise or settlement of such claims may be effected by any liabilities the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (ii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified partysubject to. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- (a) Promptly after receipt by an indemnified party party, under Section 10.2 5.1 or 10.35.2, of notice of the commencement of any Proceeding against it or of notice that such Proceeding has been Threatened against itaction, such the indemnified party willshall notify the indemnifying party in writing of the commencement thereof, if a claim in respect thereof is to be made against an indemnifying party under such Section, give notice to any of these Sections; but the indemnifying party of the commencement omission of such claim or threatened Proceeding, but the failure to notify the indemnifying party will notice shall not relieve the indemnifying party of any from liability that which it may have to any the indemnified partyparty under this Section 5, except to the extent that the indemnifying party demonstrates that the defense of is actually prejudiced by such action or the ability of failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to obtain any indemnified party otherwise available insurance proceeds than under this Section 5. In case any action is materially prejudiced by brought against the indemnified party's failure to give such notice. (b) If any Proceeding referred to in Section 10.4(a) is brought against an indemnified party and , it gives notice to shall notify the indemnifying party of the commencement of such Proceedingthereof, the indemnifying party will, unless the claim involves Taxes, shall be entitled to participate in such Proceeding andin, 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)chooses, to assume the defense of such Proceeding thereof with counsel reasonably satisfactory to the indemnified party andparty, and after notice from the indemnifying party to the indemnified party of its election that it chooses to assume the defense of such Proceedingdefense, the indemnifying party will not, as long as it diligently conducts such defense, shall not be liable to the indemnified party under this Section 10 for any fees of other counsel legal or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceedingthereof; provided, other than reasonable costs of investigation. If however, that 5.3.1 if the indemnifying party assumes fails to take reasonable steps necessary to defend diligently the defense of claim within twenty (20) days after receiving notice from the indemnified party that the indemnified party believes the indemnifying part) has failed to take such reasonable steps, or 5.3.2 if the indemnified party who is a Proceeding, (i) no compromise defendant in any action or settlement of such claims may be effected by proceeding which is also brought against the indemnifying party without the indemnified party's consent unless (A) reasonably shall have concluded that there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (ii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice legal defenses available to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice are not available to the indemnifying party, and following a good faith attempt to consult with or 5.3.3 if representation, of both parties by the indemnifying partysame counsel is otherwise inappropriate under applicable standards of professional conduct, assume then the exclusive indemnified party shall have the right to defend, compromise, assume or settle such Proceeding, but continue its own defense as set forth above. In no event shall the indemnifying party will not be bound by any determination responsible, for more than one firm of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld)counsel for all indemnified parties unless it is inappropriate under applicable standards of professional conduct for one firm of counsel to represent all indemnified parties.

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- Each party indemnified under paragraph (a) Promptly or (b) of this Section 6 shall, promptly after receipt by an indemnified party under Section 10.2 or 10.3, of notice of any claim or the commencement of any Proceeding action against it or of notice that such Proceeding has been Threatened against it, such indemnified party willin respect of which indemnity may be sought, if a claim is to be made against an indemnifying party under such Section, give notice to notify the indemnifying party in writing of the commencement of such claim or threatened Proceeding, but the commencement thereof; provided that the failure to notify the indemnifying party will shall not relieve the indemnifying party of it from any liability that which it may have to any an indemnified partyparty on account of the indemnity agreement contained in paragraph (a) or (b) of this Section 7, except to the extent that the indemnifying party demonstrates that the defense of was actually prejudiced by such action or the ability of failure, and in no event shall relieve the indemnifying party from any other liability which it may have to obtain otherwise available insurance proceeds is materially prejudiced by the such indemnified party's failure to give such notice. (b) . If any Proceeding referred to in Section 10.4(a) is such claim or action shall be brought against an indemnified party party, and it gives notice to shall notify the indemnifying party of the commencement of such Proceedingthereof, the indemnifying party will, unless the claim involves Taxes, shall be entitled to participate in such Proceeding therein, and, to the extent that it wishes (unless (i) the wishes, jointly with any other similarly notified 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 thereof with counsel reasonably satisfactory to the indemnified party and, after party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceedingclaim or action, the indemnifying party will not, as long as it diligently conducts such defense, shall not be liable to the indemnified party under this Section 10 7 for any fees of other counsel legal or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, thereof other than reasonable costs of investigation. If ; provided that each indemnified party, its officers and directors, if any, and each person, if any, who controls such indemnified party within the indemnifying party assumes meaning of the defense of a ProceedingSecurities Act, (i) no compromise or settlement of such claims may be effected shall have the right to employ separate counsel reasonably approved by the indemnifying party to represent them if the named parties to any action (including any impleaded parties) include both such indemnified party and an indemnifying party or an affiliate of an indemnifying party, and such indemnified party shall have been advised by counsel either (i) that there may be one or more legal defenses available to such indemnified party that are different from or additional to those available to such indemnifying party or such affiliate or (ii) a conflict may exist between such indemnified party and such indemnifying party or such affiliate, and in that event the fees and expenses of one such separate counsel for all such indemnified parties shall be paid by the indemnifying party. An indemnified party will not enter into any settlement agreement which is not approved by the indemnifying party, which approval shall not to be unreasonably withheld. The indemnifying party may not agree to any settlement of any such claim or action which provides for any remedy or relief other than monetary damages for which the indemnifying party shall be responsible hereunder, without the indemnified party's prior written consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, which shall not be unreasonably withheld, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; any such settlement agreement shall contain a complete and (ii) the indemnified party will have no unconditional release from liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the each indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) . Notwithstanding the foregoing, if at any time an indemnified party determines shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by this Section 7, the indemnifying party agrees that it shall be liable for any settlement effected without its written consent if (i) such settlement is entered into more than 30 business days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it accordance with such request prior to the date of settlement. In any action hereunder as to which the indemnifying party has assumed the defense thereof with counsel reasonably satisfactory to the indemnified party, the indemnified party shall continue to be entitled to participate in the defense thereof, with counsel of its own choice, but, except as set forth above, the indemnifying party shall not be obligated hereunder to reimburse the indemnified party for the costs thereof. In all instances, the indemnified party shall cooperate fully with the indemnifying party or its affiliates other than counsel in the defense of each claim or action. If the indemnification provided for in this Section 6 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 herein, then each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by such indemnified party as a result of monetary damages such loss, claim, damage or liability, or action in respect thereof, in such proportion as shall be appropriate to reflect the relative fault of the indemnifying party on the one hand and the indemnified party on the other with respect to the statements or omissions which resulted in such loss, claim, damage or liability, or action in respect thereof, as well as any other relevant equitable considerations. 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 and their relative knowledge, access to information and opportunity to correct or prevent such statement or omission, but not by reference to any indemnified party's stock ownership in Company. In no event, however, shall a Holder be required to contribute in excess of the amount of the net proceeds received by such Holder in connection with the sale of Registrable Securities in the offering which is the subject of such loss, claim, damage or 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 which it would purposes of this paragraph, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle contribution from any person who was not guilty of 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)fraudulent misrepresentation.

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- Each party indemnified under paragraph (a) Promptly or (b) of this Section 7 shall, promptly after receipt by an indemnified party under Section 10.2 or 10.3, of notice of any claim or the commencement of any Proceeding action against it or of notice that such Proceeding has been Threatened against it, such indemnified party willin respect of which indemnity may be sought, if a claim is to be made against an indemnifying party under such Section, give notice to notify the indemnifying party in writing of the commencement of such claim or threatened Proceeding, but the commencement thereof; provided that the failure to notify the indemnifying party will shall not relieve the indemnifying party of it from any liability that which it may have to any an indemnified partyparty on account of the indemnity agreement contained in paragraph (a) or (b) of this Section 7, except to the extent that the indemnifying party demonstrates that the defense of was prejudiced by such action or the ability of failure, and in no event shall relieve the indemnifying party from any other liability which it may have to obtain otherwise available insurance proceeds is materially prejudiced by the such indemnified party's failure to give such notice. (b) . If any Proceeding referred to in Section 10.4(a) is such claim or action shall be brought against an indemnified party party, and it gives notice to shall notify the indemnifying party of the commencement of such Proceedingthereof, the indemnifying party will, unless the claim involves Taxes, shall be entitled to participate in such Proceeding therein, and, to the extent that it wishes (unless (i) the wishes, jointly with any other similarly notified 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)party, to assume the defense of such Proceeding thereof with counsel reasonably satisfactory to the indemnified party and, after party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceedingclaim or action, the indemnifying party will not, as long as it diligently conducts such defense, shall not be liable to the indemnified party under this Section 10 7 for any fees of other counsel legal or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, thereof other than reasonable costs of investigation. If ; provided that each indemnified party, its officers and directors, if any, and each person, if any, who controls such indemnified party within the indemnifying party assumes meaning of the defense of a ProceedingSecurities Act, (i) no compromise or settlement of such claims may be effected shall have the right to employ separate counsel reasonably approved by the indemnifying party to represent them if the named parties to any action (including any impleaded parties) include both such indemnified party and an indemnifying party or an affiliate of an indemnifying party, and such indemnified party shall have been advised by counsel either (i) that there are one or more legal defenses available to such indemnified party that are different from or additional to those available to such indemnifying party or such affiliate or (ii) a conflict may exist between such indemnified party and such indemnifying party or such affiliate, and in that event the fees and expenses of one such separate counsel for all such indemnified parties shall be paid by the indemnifying party. An indemnified party will not enter into any settlement agreement which is not approved by the indemnifying party, such approval not to be unreasonably withheld. The indemnifying party may not agree to any settlement of any such claim or action which provides for any remedy or relief other than monetary damages for which the indemnifying party shall be responsible hereunder, without the indemnified party's prior written consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by which consent shall not be unreasonably withheld. In any action hereunder as to which the indemnifying party has assumed the defense thereof with counsel reasonably satisfactory to the indemnified party; and (ii) , the indemnified party will have no liability shall continue to be entitled to participate in the defense thereof, with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party counsel of its election to assume the defense of such Proceedingown choice, but, except as set forth above, the indemnifying party will shall not be bound by any determination made in such Proceeding or any compromise or settlement effected by obligated hereunder to reimburse the indemnified party. (c) Notwithstanding party for the foregoingcosts thereof. In all instances, if the indemnified party shall cooperate fully with the indemnifying party or its counsel in the defense of each claim or action. If the indemnification provided for in this Section 7 shall for any reason be unavailable to an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it respect of any loss, claim, damage or its affiliates other than liability, or any action in respect thereof, referred to herein, then each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by such indemnified party as a result of monetary damages such loss, claim, damage or liability, or action in respect thereof, in such proportion as shall be appropriate to reflect the relative fault of the indemnifying party on the one hand and the indemnified party on the other with respect to the statements or omissions which resulted in such loss, claim, damage or liability, or action in respect thereof, as well as any other relevant equitable considerations. 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 10 or the indemnified party on the other, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such statement or omission, but not by reference to any indemnified party's stock ownership in WAXS. 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 which it would purposes of this paragraph, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle contribution from any person who was not guilty of 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)fraudulent misrepresentation.

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- (a) Promptly after receipt In order for a party (the "indemnified party") to be ----------------- entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand, made by an any person against the indemnified party under Section 10.2 or 10.3, of notice of the commencement of any Proceeding against it or of notice that such Proceeding has been Threatened against it(a "Third Party Claim"), such indemnified party willmust notify ----------------- the indemnifying party in writing of the Third Party Claim within thirty (30) calendar days after receipt by such indemnified party of written notice of the Third Party Claim; provided, if however, that failure to give such notification -------- ------- shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have been actually prejudiced as a claim result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the indemnified party failed to give such notice). Thereafter, the indemnified party shall deliver to the indemnifying party, within five (5) 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 Third Party Claim. (i) If a Third Party Claim is to be made against an indemnifying party under such Sectionindemnified party, give notice to the indemnifying party will be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the indemnifying party; provided, that such counsel reasonably is -------- not objected to by the indemnified party; and provided, further, that the -------- ------- indemnifying party first notifies the indemnified party of its intention to assume such defense within thirty (30) calendar days of receipt of notice of a Third Party Claim. Should the commencement indemnifying party so elect to assume the defense of such claim or threatened Proceedinga Third Party Claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action or the ability of the indemnifying party to obtain otherwise available insurance proceeds is materially prejudiced by the indemnified party's failure to give such notice. (b) If any Proceeding referred to in Section 10.4(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party 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 satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 10 for any fees of other counsel or any other legal expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigationthereof. If the indemnifying party assumes the defense of a Proceeding, (i) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (ii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election elects to assume the defense of a Third Party Claim, the indemnified party (A) will cooperate in all reasonable respects with the indemnifying party in connection with such Proceedingdefense, (B) will not admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the indemnifying party's prior written consent and (C) will agree to any settlement, compromise or discharge of a Third Party Claim which the indemnifying party may recommend and which by its terms obligates the indemnifying party to pay the full amount of the liability in connection with such Third Party Claim, which releases the indemnified party completely in connection with such Third Party Claim, which does not obligate the indemnified party to take or forbear to take any action, and which would not adversely affect the business, operations or properties of the Company. (ii) In the event the indemnifying party shall assume the defense of any Third Party Claim as provided above, the indemnified party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the indemnifying party does not so assume the defense of any such Third Party Claim, the indemnified party may defend the same in such manner as it may deem appropriate including, but not limited to, settling such claim or litigation after giving notice of same to the indemnifying party on such terms as the indemnified party may deem appropriate, and the indemnifying party promptly will reimburse the indemnified party upon written request. (iii) Anything contained in this Agreement to the contrary notwithstanding, the indemnifying party will shall not be bound by entitled to assume the defense of any determination made in such Proceeding or any compromise or settlement effected Third Party Claim (and shall be liable for attorneys' fees and expenses incurred by the indemnified party. (cparty in defending such Third Party Claim) Notwithstanding if the foregoingThird Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the indemnified party that the indemnified party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages and which, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially successful, would adversely affect it the business, operations or its affiliates other than as a result properties of monetary damages the indemnified party; provided, however, that if such equitable relief portion -------- ------- of the Third Party Claim can be so separated from that for which it would money damages, the indemnifying party shall be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right defense of the portion relating 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)money damages.

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- (a) Promptly after receipt by an indemnified party under Section 10.2 paragraphs 8.1 or 10.3, of notice 8.2 of the commencement of any Proceeding against it or of notice that such Proceeding has been Threatened against itaction, such indemnified party will, if a claim in respect thereof is to be made against an the indemnifying party under either such Sectionsubsection, give notice to notify the indemnifying party in writing of the commencement of such claim or threatened Proceeding, thereof; but the failure omission so to notify the indemnifying party will not relieve the indemnifying party of it from any liability that it may otherwise have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of . If any such action or the ability of the indemnifying party to obtain otherwise available insurance proceeds is materially prejudiced by the indemnified party's failure to give such notice. (b) If any Proceeding referred to in Section 10.4(a) is shall be brought against an any indemnified party and it gives notice to such indemnified party notifies the indemnifying party of the commencement of such Proceedingthereof, the indemnifying party will, unless the claim involves Taxes, will be entitled to participate assume the defense thereof by notice 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 writing 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 using counsel reasonably satisfactory to the indemnified party and, after party. After notice from the indemnifying party to the such indemnified party of its election to assume the defense of such Proceedingthereof, using counsel reasonably satisfactory to the indemnified party, the indemnifying party will not, as long as it diligently conducts such defense, not be liable to the such indemnified party under this Section 10 for any fees legal expenses of other counsel or any other expenses with respect to the defense of such Proceedingexpense, in each case subsequently incurred by the such indemnified party party, in connection with the defense of such Proceeding, thereof other than reasonable costs of investigation. If investigation incurred prior to the indemnifying party assumes the defense of a Proceeding, (i) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full assumption by the indemnifying party; , unless such expenses have been specifically authorized in writing by the indemnifying party, the indemnifying party has failed to assume the defense and (ii) employ counsel reasonably satisfactory to the indemnified party , or the named parties to any such action include both the indemnified party and the indemnifying party and such indemnified party has been advised by counsel that the representation of such indemnified party and the indemnifying party by the same counsel would be inappropriate due to actual or potential differing interests between them, in each of which cases the fees of counsel for the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound paid by any 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 materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- (a) Promptly after receipt by an indemnified party under Section 10.2 9.2 or 10.3, 9.3 of notice of the commencement of any Proceeding against it or of notice that such Proceeding has been Threatened against itaction, such indemnified party willshall, if a claim in respect thereof is to be made against an indemnifying party under such Section, give written notice to the indemnifying party of the commencement of such claim or threatened Proceedingthereof, but the failure so to notify the indemnifying party will shall not relieve the indemnifying party it of any liability that it may have to any indemnified party, party except to the extent that the indemnifying party demonstrates that the defense of such action or the ability of the indemnifying party to obtain otherwise available insurance proceeds is materially prejudiced by the indemnified party's failure to give thereby. In case any such notice. (b) If any Proceeding referred to in Section 10.4(a) is action shall be brought against an indemnified party and it gives shall give written notice to the indemnifying party of the commencement of such Proceedingthereof, the indemnifying party will, unless the claim involves Taxes, shall be entitled to participate in such Proceeding therein and, to the extent that it wishes (unless (i) may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. If 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), elects to assume the defense of such Proceeding with counsel satisfactory to action, the indemnified party and, after notice from shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the indemnifying party elects not to assume (or fails to assume) the defense of such action, the indemnified party of its election shall be entitled to assume the defense of such Proceedingaction with counsel of its own choice, at the expense of the indemnifying party. If the action is asserted against both the indemnifying party and the indemnified party and 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 will not, as long as it diligently conducts such defense, shall be liable to responsible for paying for separate counsel for the indemnified party under this Section 10 for any fees of other counsel or any other expenses with respect to the defense of such Proceedingparty; provided, in each case subsequently incurred by the however, that if there is more than one indemnified party in connection with the defense of such Proceedingparty, other than reasonable costs of investigation. If the indemnifying party assumes shall not be responsible for paying for more than one separate firm of attorneys to represent the defense indemnified parties, regardless of a Proceeding, (i) no compromise or settlement the number of such claims may be effected by the indemnified parties. The indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (ii) the indemnified party will shall have no liability with respect to any compromise or settlement of such claims any action effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its written consent (which may shall not be unreasonably withheld).

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- Any party entitled to indemnification under this Article IX (aan “Indemnified Party”) Promptly after receipt by an indemnified party under Section 10.2 or 10.3, of notice of the commencement of any Proceeding against it or of notice that such Proceeding has been Threatened against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, will give written notice to the indemnifying party of the commencement of such any matters giving rise to a claim or threatened Proceedingfor indemnification; provided, but that the failure of any party entitled to notify the indemnifying party will indemnification hereunder to give notice as provided herein shall not relieve the indemnifying party of any liability that it may have to any indemnified party, its obligations under this Article IX except to the extent that the indemnifying party demonstrates that the defense of such action or the ability of the indemnifying party to obtain otherwise available insurance proceeds is materially actually prejudiced by the indemnified party's such failure to give such notice. (b) If . In case any Proceeding referred to in Section 10.4(a) action, proceeding or claim is brought against an indemnified Indemnified Party in respect of which indemnification is sought hereunder, the indemnifying party shall be entitled to participate in and, unless in the reasonable judgment of counsel to the Indemnified Party a conflict of interest between it and the indemnifying party may exist with respect of such action, proceeding or claim, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. In the event that the indemnifying party advises an Indemnified Party that it will contest such a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the indemnifying party elects in writing to assume and does so assume the defense of any such claim, proceeding or action, the Indemnified Party's costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall be losses subject to indemnification hereunder. The Indemnified Party shall cooperate fully with the indemnifying party in connection with any settlement negotiations or defense of any such action or claim by the indemnifying party and it gives notice shall furnish to the indemnifying party all information reasonably available to the Indemnified Party, which relates to such action or claim. The indemnifying party shall keep the Indemnified Party fully apprised at all times as to the status of the commencement of such Proceeding, defense or any settlement negotiations with respect thereto. If the indemnifying party willelects to defend any such action or claim, unless then the claim involves Taxes, Indemnified Party shall be entitled to participate in such Proceeding anddefense with counsel of its choice at its sole cost and expense. The indemnifying party shall not be liable for any settlement of any action, claim or proceeding effected without its prior written consent. Notwithstanding anything in this Article IX 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 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 Proceedingcontrary, the indemnifying party will shall not, without the Indemnified Party’s prior written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof which imposes any future obligation on the Indemnified Party or which does not include, as long as it diligently conducts such defensean unconditional term thereof, be liable the giving by the claimant or the plaintiff to the indemnified party under this Section 10 for any fees Indemnified Party of other counsel or any other expenses with a release from all liability in respect to the defense of such Proceeding, claim. The indemnity agreements contained herein shall be in each case subsequently incurred by addition to (a) any cause of action or similar rights of the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If Indemnified Party against the indemnifying party assumes the defense of a Proceedingor others, and (ib) no compromise or settlement of such claims may be effected by any liabilities the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (ii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified partysubject to. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- (a) Promptly Within 10 Business Days after discovery or notice of a breach or receipt by an a Party of a Third-Party Claim, the indemnified party under Section 10.2 or 10.3, of notice of the commencement of any Proceeding against it or of notice that such Proceeding has been Threatened against it, such indemnified party willshall, if a claim in respect thereof is to be made against an the indemnifying party Party under such Sectionthis Article VII, give deliver a claim notice to the indemnifying party of the commencement of such claim or threatened Proceeding, Party; but the failure to so notify the indemnifying party will Party shall not relieve the indemnifying party Party of any liability that it may have to any indemnified party, its indemnification obligations except to the extent that the indemnifying party demonstrates that the defense of such action or failure materially prejudiced the ability of the indemnifying Party to defend the action or claim. If any Third-Party Claim is made against the indemnified party and the indemnified Party notifies the indemnifying Party of the commencement thereof, the indemnifying Party shall be entitled to obtain otherwise available insurance proceeds is materially prejudiced by participate therein and may elect to assume the defense thereof, with counsel reasonably satisfactory to the indemnified party's failure . The indemnified party shall have the right to give employ separate counsel in any action or claim and to participate in the defense thereof at its own expense; provided such noticeseparate counsel may be retained at the expense of the indemnifying Party (i) if the retention of such counsel has been specifically authorized by the indemnifying Party, (ii) if in the reasonable opinion of the indemnified party its interests may differ from those of the indemnifying Party, (iii) if the indemnifying Party fails to take reasonable steps to diligently defend such claim, or (iv) if the indemnifying Party has not undertaken to fully indemnify the indemnified party in respect of all Damages relating to the matter. (b) If any Proceeding referred to in Section 10.4(a) is brought against an indemnified party and it gives notice Subject to the indemnifying party of the commencement of such ProceedingParty's right to defend in good faith Third-Party Claims as provided in this Section 7.2, the indemnifying party will, unless the Party shall satisfy its obligations under this Article VII within 20 Business Days after receipt of a claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes notice therefor. (c) The indemnifying Party shall not settle or compromise any Third-Party Claim unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would consents (which consent shall not be inappropriate, unreasonably withheld if such settlement or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party compromise includes no admission or concession of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 10 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred wrongdoing 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, (iParty) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (ii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement a full and complete release of any Proceeding and all liability by all relevant parties relating to such Third-Party Claim. (d) In the event that the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to Party reimburses the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by for any 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 materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this AgreementThird-Party Claim, the indemnified party may, by notice shall remit to the indemnifying partyParty any reimbursement, net of any and following a good faith attempt to consult with all costs and expenses of collecting such reimbursement, that the indemnifying party, assume the exclusive right to defend, compromise, or settle indemnified party subsequently actually receives from any other Person for 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)Third-Party Claim.

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- (a) Promptly after receipt by an indemnified If any Person shall claim indemnification (the "Indemnified Party") hereunder for any claim other than a third party under Section 10.2 or 10.3claim, of notice of the commencement of any Proceeding against it or of notice that such Proceeding has been Threatened against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, Indemnified Party shall promptly give written notice to the indemnifying other party from whom indemnification is sought (the "Indemnifying Party") of the commencement nature of the claim in detail and amount of the claim. If an Indemnified Party shall claim indemnification hereunder arising from any claim or demand of a third party (a "Third-Party Claim"), the Indemnified Party shall promptly give written notice (a "Third-Party Notice") to the Indemnifying Party of the basis for such claim or threatened Proceedingdemand, but setting forth the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action or the ability nature of the indemnifying party to obtain otherwise available insurance proceeds is materially prejudiced by claim or demand in detail and the indemnified party's failure to give such noticeamount of the claim. (b) If any Proceeding referred to in Section 10.4(a) is brought against In the event that an indemnified Indemnifying Party which receives notice of an indemnification claim contests its liability for such indemnification claim, such party and it gives shall send written notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party Indemnified Party of its financial capacity to defend such Proceeding and provide dispute of indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 10 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigationwithin 15 days thereof. If the indemnifying party assumes the defense parties are unable to resolve such dispute of a Proceeding, (i) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (ii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, indemnification within ten 60 days after the indemnified party's date of the notice is given, give notice to the indemnified party of its election to assume the defense of such Proceedingdispute, the indemnifying party will be bound by any determination made in Indemnified Party may bring an action against the Indemnifying Party to enforce such Proceeding or any compromise or settlement effected by the indemnified partyindemnification claim. (c) Notwithstanding The Indemnifying Party shall have the foregoingright to compromise or, if an indemnified party determines appropriate, defend at its own cost and through counsel of its own choosing, any claim or demand giving rise to any such claim for indemnification. In the event the Indemnifying Party undertakes to compromise or defend any such claim or demand, it shall promptly (and in good faith that there is any event, no later than fifteen (15) days after receipt of a reasonable probability that a Proceeding may materially adversely affect it Third-Party Notice) notify the Indemnified Party in writing of its intention to do so. The Indemnified Party shall fully cooperate with the Indemnifying Party and its counsel in the defense or its affiliates other than as a result compromise of monetary damages for which it would be entitled to indemnification under this Agreementsuch claim or demand. After the assumption of the defense by the Indemnifying Party, the indemnified party mayIndemnified Party shall not be liable for any legal or other expenses subsequently incurred by the Indemnifying Party, by notice in connection with such defense (unless the Indemnifying Party disputes its liability for such indemnification claim and an Authority determines that the Indemnifying Party is not liable to indemnify the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle such ProceedingIndemnified Party), but the indemnifying party will not be bound by any determination Indemnified Party may participate in such defense at its own expense. No settlement of a Proceeding so Third-Party Claim defended or any compromise or settlement effected by the Indemnifying Party shall be made without its the written consent (which may of the Indemnified Party, such consent not to be unreasonably withheld). The Indemnifying Party shall not, except with the written consent of the Indemnified Party, consent to the entry of a judgment or settlement of a Third-Party Claim which does not include as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnified Party of an unconditional release from all liability in respect of such Third-Party Claim.

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- (a) Promptly after receipt by an indemnified If any Person shall claim indemnification (the “Indemnified Party”) hereunder for any claim other than a third party under Section 10.2 or 10.3claim, of notice of the commencement of any Proceeding against it or of notice that such Proceeding has been Threatened against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, Indemnified Party shall promptly give written notice to the indemnifying other party from whom indemnification is sought (the “Indemnifying Party”) of the commencement nature of the claim in detail and amount of the claim. If an Indemnified Party shall claim indemnification hereunder arising from any claim or demand of a third party (a “Third-Party Claim”), the Indemnified Party shall promptly give written notice (a “Third-Party Notice”) to the Indemnifying Party of the basis for such claim or threatened Proceedingdemand, but setting forth the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action or the ability nature of the indemnifying party to obtain otherwise available insurance proceeds is materially prejudiced by claim or demand in detail and the indemnified party's failure to give such noticeamount of the claim. (b) If any Proceeding referred to in Section 10.4(a) is brought against In the event that an indemnified Indemnifying Party which receives notice of an indemnification claim contests its liability for such indemnification claim, such party and it gives shall send written notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party Indemnified Party of its financial capacity to defend such Proceeding and provide dispute of indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 10 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigationwithin 15 days thereof. If the indemnifying party assumes the defense parties are unable to resolve such dispute of a Proceeding, (i) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (ii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, indemnification within ten 60 days after the indemnified party's date of the notice is given, give notice to the indemnified party of its election to assume the defense of such Proceedingdispute, the indemnifying party will be bound by any determination made in Indemnified Party may bring an action against the Indemnifying Party to enforce such Proceeding or any compromise or settlement effected by the indemnified partyindemnification claim. (c) Notwithstanding The Indemnifying Party shall have the foregoingright to compromise or, if an indemnified party determines appropriate, defend at its own cost and through counsel of its own choosing, any claim or demand giving rise to any such claim for indemnification. In the event the Indemnifying Party undertakes to compromise or defend any such claim or demand, it shall promptly (and in good faith that there is any event, no later than fifteen (15) days after receipt of a reasonable probability that a Proceeding may materially adversely affect it Third-Party Notice) notify the Indemnified Party in writing of its intention to do so. The Indemnified Party shall fully cooperate with the Indemnifying Party and its counsel in the defense or its affiliates other than as a result compromise of monetary damages for which it would be entitled to indemnification under this Agreementsuch claim or demand. After the assumption of the defense by the Indemnifying Party, the indemnified party mayIndemnified Party shall not be liable for any legal or other expenses subsequently incurred by the Indemnifying Party, by notice in connection with such defense (unless the Indemnifying Party disputes its liability for such indemnification claim and a court pursuant to Section 11.8 determines that the indemnifying party, and following a good faith attempt Indemnifying Party is not liable to consult with indemnify the indemnifying party, assume the exclusive right to defend, compromise, or settle such ProceedingIndemnified Party), but the indemnifying party will not be bound by any determination Indemnified Party may participate in such defense at its own expense. No settlement of a Proceeding so Third-Party Claim defended or any compromise or settlement effected by the Indemnifying Party shall be made without its the written consent (which may of the Indemnified Party, such consent not to be unreasonably withheld). The Indemnifying Party shall not, except with the written consent of the Indemnified Party, consent to the entry of a judgment or settlement of a Third-Party Claim which does not include as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnified Party of an unconditional release from all liability in respect of such Third-Party Claim.

Procedure for Indemnification. THIRD PARTY CLAIMS -------------------------------------------------(a) In the event that any indemnified party shall incur or suffer any Damages in respect of which indemnification may be sought hereunder by any FECI Indemnified Person, on the one hand, or any Codina Indemnified Person, on the other hand, with respect to a matter not involving a third party claim, the indemnified party shall assert a claim for indemnification by notice to the indemnifying parties stating the nature and basis of such claim, and, if known, the amount, or a good faith estimate of the amount, of the liability arising therefrom. Indemnification pursuant to Section 11.03 shall be made pursuant to the procedures set forth in that section and not in this Section 11.06. (ab) Promptly after receipt by an indemnified party under Section 10.2 or 10.3, of notice of the assertion of a claim by a third party or the commencement of any Proceeding against it it, with respect to a matter for which indemnification is or of notice that such Proceeding has been Threatened against itmay be owing pursuant to this Article 11, such indemnified party will, if a claim is to be made against an indemnifying party under such Sectionsection, give notice to the indemnifying party parties and shall thereafter keep the indemnifying parties informed of the commencement of such claim or threatened Proceedingall other material information it receives with respect thereto; provided, but however that the failure of an indemnified party to notify give the indemnifying party parties prompt notice and such other material information as provided herein will not relieve the indemnifying party parties of any liability that it may have to any indemnified party, except of their obligations hereunder unless and then only to the extent that the indemnifying party demonstrates that the defense of such action or the ability of the indemnifying party to obtain otherwise available insurance proceeds is materially parties shall have been actually prejudiced by the indemnified party's failure to give such noticethereby. (bc) If any Proceeding referred to in Section 10.4(a11.06(b) is brought against an indemnified party and it gives notice to the indemnifying party of that it intends to seek indemnification, the commencement indemnified party shall provide to the indemnifying party, as promptly as practicable after giving notice of such Proceeding, information and documentation reasonably requested by the indemnifying party willto support and verify the claim asserted, unless the claim involves Taxes, indemnified party has been advised by counsel that there are no reasonable grounds to assert a joint defense privilege with respect to such information and documentation. The indemnifying party will be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified 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 defense, negotiations and/or settlement of such Proceeding with counsel chosen by the indemnifying party and reasonably satisfactory to the indemnified party; provided, however, that if the indemnified party andfiles any motion, after answer or other pleadings or takes any other action prior to the indemnified party’s delivery to the indemnifying party of the notice from referred to in the first sentence of this Section 11.06(c) and the filing of any such motion, answer or other pleading or the taking of such action prejudices the ability of the indemnifying party to the indemnified party of its election to assume the defense of defend, negotiate and/or settle such Proceeding, the indemnifying party will not, as long as it diligently conducts such shall be relieved of its obligations under this Article 11 but only to the extent the indemnifying party has been prejudiced thereby. After the indemnifying party takes control of the defense, negotiation and/or settlement of any such Proceeding, the indemnified party shall have the right to participate therein, at its own expense and with counsel of its own choosing and the indemnifying party will not be liable to the indemnified party under this Section 10 Article 11 for any fees of other such counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation; provided, however, that the indemnifying party shall pay for the costs and expenses of such separate counsel if, in the good faith judgment of the indemnified party based upon the advice of counsel, representation of both the indemnifying party and the indemnified party would be inappropriate under the relevant standards of professional conduct. The parties shall cooperate and render such assistance as may reasonably be requested in order to insure the proper and adequate defense of any such Proceeding, which assistance shall include, without limitation, making appropriate personnel reasonably available for any discovery or trial. Notwithstanding anything to the contrary herein, if (i) the indemnifying party fails or refuses to undertake the defense of any such Proceeding within a reasonable period of time following receipt of the notice referred to in the first sentence of this Section 11.06(c) or disputes its liability to the indemnified party under this Article 11 with respect to such Proceeding, (ii) the indemnifying party fails to diligently defend and contest such Proceeding with counsel reasonably acceptable to the indemnifying party, or (iii) the indemnified party irrevocably waives its right to indemnity hereunder with respect to such Proceeding, then the indemnified party shall have the right to take control of the defense, negotiation and/or settlement of such Proceeding at, in the case of clauses (i) and (ii) above, the indemnifying party’s expense. If the indemnifying party assumes the defense of a Proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's ’s consent unless (A) there is no finding or admission of any violation of Legal Requirements Law or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iiiii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (cd) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with 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). (e) Notwithstanding anything to the contrary herein, neither the indemnifying party nor the indemnified party shall settle or compromise any Proceeding without the consent of the other, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that any settlement or compromise shall include an unconditional release of the indemnified party from all liabilities or obligations relating to the Proceeding and provides only for the payment of monetary damages solely by the indemnifying party without any obligations on the part of the indemnified party.

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- Each party indemnified under paragraph (a) Promptly or (b) of this Section 7 shall, promptly after receipt by an indemnified party under Section 10.2 or 10.3, of notice of any claim or the commencement of any Proceeding action against it or of notice that such Proceeding has been Threatened against it, such indemnified party willin respect of which indemnity may be sought, if a claim is to be made against an indemnifying party under such Section, give notice to notify the indemnifying party in writing of the commencement of such claim or threatened Proceeding, but the commencement thereof; PROVIDED that the failure to notify the indemnifying party will shall not relieve the indemnifying party of it from any liability that which it may have to any an indemnified partyparty on account of the indemnity agreement contained in paragraph (a) or (b) of this Section 7, except to the extent that the indemnifying party demonstrates that the defense of was prejudiced by such action or the ability of failure, and in no event shall relieve the indemnifying party from any other liability which it may have to obtain otherwise available insurance proceeds is materially prejudiced by the such indemnified party's failure to give such notice. (b) . If any Proceeding referred to in Section 10.4(a) is such claim or action shall be brought against an indemnified party party, and it gives notice to shall notify the indemnifying party of the commencement of such Proceedingthereof, the indemnifying party will, unless the claim involves Taxes, shall be entitled to participate in such Proceeding therein, and, to the extent that it wishes (unless (i) the wishes, jointly with any other similarly notified 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)party, to assume the defense of such Proceeding thereof with counsel reasonably satisfactory to the indemnified party and, after party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceedingclaim or action, the indemnifying party will not, as long as it diligently conducts such defense, shall not be liable to the indemnified party under this Section 10 7 for any fees of other counsel legal or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, thereof other than reasonable costs of investigation. If ; provided that each indemnified party, its officers and directors, if any, and each person, if any, who controls such indemnified party within the indemnifying party assumes meaning of the defense of a ProceedingSecurities Act, (i) no compromise or settlement of such claims may be effected shall have the right to employ separate counsel reasonably approved by the indemnifying party to represent them if the named parties to any action (including any impleaded parties) include both such indemnified party and an indemnifying party or an affiliate of an indemnifying party, and such indemnified party shall have been advised by counsel either (i) that there may be one or more legal defenses available to such indemnified party that are different from or additional to those available to such indemnifying party or such affiliate or (ii) a conflict may exist between such indemnified party and such indemnifying party or such affiliate, and in that event the fees and expenses of one such separate counsel for all such indemnified parties shall be paid by the indemnifying party. An indemnified party will not enter into any settlement agreement which is not approved by the indemnifying party, such approval not to be unreasonably withheld. The indemnifying party may not agree to any settlement of any such claim or action which provides for any remedy or relief other than monetary damages for which the indemnifying party shall be responsible hereunder, without the indemnified party's prior written consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by which consent shall not be unreasonably withheld. In any action hereunder as to which the indemnifying party has assumed the defense thereof with counsel reasonably satisfactory to the indemnified party; and (ii) , the indemnified party will have no liability shall continue to be entitled to participate in the defense thereof, with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party counsel of its election to assume the defense of such Proceedingown choice, but, except as set forth above, the indemnifying party will shall not be bound by any determination made in such Proceeding or any compromise or settlement effected by obligated hereunder to reimburse the indemnified party. (c) Notwithstanding party for the foregoingcosts thereof. In all instances, if the indemnified party shall cooperate fully with the indemnifying party or its counsel in the defense of each claim or action. If the indemnification provided for in this Section 7 shall for any reason be unavailable to an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it respect of any loss, claim, damage or its affiliates other than liability, or any action in respect thereof, referred to herein, then each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by such indemnified party as a result of monetary damages such loss, claim, damage or liability, or action in respect thereof, in such proportion as shall be appropriate to reflect the relative fault of the indemnifying party on the one hand and the indemnified party on the other with respect to the statements or omissions which resulted in such loss, claim, damage or liability, or action in respect thereof, as well as any other relevant equitable considerations. 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 and their relative knowledge, access to 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 a Holder be required to contribute in excess of the amount of the net proceeds received by such Holder in connection with the sale of Registrable Securities in the offering which is the subject of such loss, claim, damage or 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 which it would purposes of this paragraph, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claims. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle contribution from any person who was not guilty of 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)fraudulent misrepresentation.

Procedure for Indemnification. THIRD PARTY CLAIMS -------------------------------------------------CLAIMS (a) Promptly after receipt by an indemnified party under Section 10.2 or 10.3, or of notice of the commencement of any Proceeding against it alleging facts which, if true would constitute a breach of any representation, warranty or of notice that such Proceeding has been Threatened against itcovenant contained in this Agreement or which would otherwise trigger an indemnification obligation under this Section 10, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim or threatened Proceedingclaim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action or the ability of the indemnifying party to obtain otherwise available insurance proceeds is materially prejudiced by the indemnified indemnifying party's failure to give such notice. (b) If any Proceeding referred to in Section 10.4(a10.8(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party 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, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 10 for any reasonable fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iiiii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten thirty (30) days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any 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 materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defenddefend (at its own cost), compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) The Shareholders hereby consent to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on the Shareholders with respect to such a claim anywhere in the world.

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- Each party indemnified under paragraph (a) Promptly or (b) of this Section 2 shall, promptly after receipt by an indemnified party under Section 10.2 or 10.3, of notice of any claim or the commencement of any Proceeding action against it or of notice that such Proceeding has been Threatened against it, such indemnified party willin respect of which indemnity may be sought, if a claim is to be made against an indemnifying party under such Section, give notice to notify the indemnifying party in writing of the commencement of such claim or threatened Proceedingthe commencement thereof, but provided that the failure to notify the indemnifying party will shall not relieve the indemnifying party of any it from an liability that which it may have to any an indemnified partyparty on account of the indemnity agreement contained in paragraph (a) or (b) of this Section 2, except to the extent that the indemnifying party demonstrates that the defense of was prejudiced by such action or the ability of failure, and in no event shall relieve the indemnifying party from any other liability which it may have to obtain otherwise available insurance proceeds is materially prejudiced by the such indemnified party's failure to give such notice. (b) . If any Proceeding referred to in Section 10.4(a) is such claim or action shall be brought against an indemnified party party, and it gives notice to shall notify the indemnifying party of the commencement of such Proceedingthereof, the indemnifying party will, unless the claim involves Taxes, shall be entitled to participate in such Proceeding therein, and, to the extent that it wishes (unless (i) the wishes, jointly with any other similarly notified 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 thereof with counsel reasonably satisfactory to the indemnified party and, after party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceedingclaim or action, the indemnifying party will not, as long as it diligently conducts such defense, shall not be liable to the indemnified party under this Section 10 2 for any fees of other counsel legal or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, thereof other than reasonable costs of investigation. If ; provided that each indemnified party, its officers and directors, if any, and each person, if any, who controls such indemnified led party within the indemnifying party assumes meaning of the defense of a ProceedingSecurities act, (i) no compromise or settlement of such claims may be effected shall have the right to employ separate counsel reasonably approved by the indemnifying party to represent them if the named parties to any action (including any impleaded parties) include both such indemnified party and an indemnifying party or an affiliate of an indemnifying party, and such indemnified party shall have been advised by counsel either (i) that there may be one or more legal defenses available to such indemnified party that are different from or additional to those available to such indemnifying party or such affiliate or (ii) a conflict may exist between such indemnified party and such indemnifying party or such affiliate, and in that event the fees and expenses of one such separate counsel for all such indemnified parties shall be paid by the indemnifying party. An indemnified party shall not enter into any settlement agreement which is not approved by the indemnifying party, such approval not to be unreasonably withheld. The indemnifying party may not agree to any settlement of any such claim or action which provides for any remedy or relief other than monetary damages for which the indemnifying party shall be responsible hereunder, without the indemnified party's prior written consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by which shall not be unreasonably withheld. In any action hereunder as to which the indemnifying party has assumed the defense thereof with counsel reasonably satisfactory to the indemnified party; and (ii) , the indemnified party will have no liability shall continue to be entitled to participate in the defense thereof, with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party counsel of its election to assume the defense of such Proceedingown choice, but, except as set forth above, the indemnifying party will shall not be bound by any determination made in such Proceeding or any compromise or settlement effected by obligated hereunder to reimburse the indemnified party. (c) Notwithstanding ; for the foregoingcosts thereof. In all instances, if the indemnified party shall cooperate fully with the indemnifying party or its counsel in the defense of each claim or action. If the indemnification provided for in this Section 2 shall for any reason be unavailable to an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it respect of any loss, claim, damage or its affiliates other than liability, or any action in respect thereof, referred to herein, then each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by such indemnified party as a result of monetary damages such loss, claim, damage or liability, or action in respect thereof, in such proportion as shall be appropriate to reflect the relative fault of the indemnifying party on the one hand and the indemnified party on the other with respect to the statements or omissions which resulted in such loss, claim, damage or liability, or action in respect thereof, as well as any other relevant equitable considerations. 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 and their relative knowledge, access to 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 or proceeds from the offering. 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 which it would purposes of this paragraph, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle contribution from any person who was not guilty of 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)fraudulent misrepresentation.

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- (a) Promptly after receipt by an indemnified party under Section 10.2 or 10.3, of notice 8.1 hereof of the commencement of any Proceeding against it or of notice that such Proceeding has been Threatened indemnified proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim or threatened Proceedingclaim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action or the ability of the indemnifying party to obtain otherwise available insurance proceeds is materially prejudiced by the indemnified indemnifying party's failure to give such notice. (b) If any Proceeding indemnified proceeding referred to in Section 10.4(a8.2(a) hereof is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceedingproceeding, the indemnifying party will, unless the claim involves Taxestaxes, be entitled to participate in such Proceeding proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, inappropriate or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding proceeding and provide indemnification with respect to such Proceedingproceeding), to assume the defense of such Proceeding proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceedingproceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 10 Article 8 for any fees of other counsel or any other expenses with respect to the defense of such Proceedingproceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceedingproceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceedingproceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification, (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, party and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; , and (iiiii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceedingproceeding, the indemnifying party will be bound by any determination made in such Proceeding proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding proceeding may materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, compromise or settle such Proceedingproceeding, but the indemnifying party will not be bound by any determination of a Proceeding proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

Procedure for Indemnification. THIRD PARTY CLAIMS -------------------------------------------------9.4.1 If a party shall seek to claim indemnification pursuant to Section 9.3 above (the "Indemnified Party"), the Indemnified Party shall promptly notify the party obligated to provide such indemnification (the "Indemnifying Party") in writing of such claim, setting forth the nature and amount of the claim in detail. Failure of the Indemnified Party to promptly notify the Indemnifying Party upon discovery of an indemnifiable claim shall not bar the Indemnified Party's claim for indemnification hereunder; provided, however, that the Indemnified Party's liability hereunder shall be limited to that which would have existed had prompt notice been given, and the Indemnified Party shall be solely responsible for, and shall indemnify the Indemnifying Party from such increased liability that shall have been occasioned by its failure to provide the Indemnifying Party with prompt notice. 9.4.2 The Indemnifying Party shall promptly notify the Indemnified Party in writing whether or not it intends to defend such third party claim or demand. After the assumption of the defense, the Indemnifying Party shall diligently pursue such defense using counsel reasonably acceptable to the Indemnified Party. The Indemnified Party shall not be liable for any legal expenses subsequently incurred by the Indemnifying Party in connection with such defense, but the Indemnified Party may participate in such defense at its own expense. However, if the Indemnifying Party declines or fails or ceases to defend the third party claim or demand (a) Promptly after receipt by or if its counsel declares itself barred or disqualified from acting on behalf of the Indemnified Party in such matter), the Indemnified Party may assume its own defense through counsel of its own choice and the Indemnified Party's reasonable legal expenses, including, without limitation, legal expenses and costs incurred in connection with collecting any Losses from the Indemnifying Party, shall become part of its Losses subject to indemnification hereunder. 9.4.3 The Indemnifying Party shall provide, or cause its counsel to provide, to the Indemnified Party monthly reports as to the status of any such defense. The Indemnifying Party shall respond promptly and fully to any inquiries from the Indemnified Party as to any aspect of the defense of any third party claim or demand. 9.4.4 If a settlement opportunity related to an indemnified claim or demand of a third party is presented, and if the Indemnified Party reasonably objects to the settlement offer, the Indemnifying Party may, at its sole option, pay the amount of settlement under Section 10.2 the settlement offer to the Indemnified Party, in which event the Indemnifying Party shall be relieved of all liability related to such indemnified claim or 10.3demand and in which event the Indemnified Party shall conduct and defend at its own cost and through counsel of its own choosing, of notice the claim or demand of the commencement of any Proceeding against it third party giving rise to such claim for indemnification. 9.4.5 Each party shall fully cooperate with the other party and its counsel in the defense or of notice that such Proceeding has been Threatened against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement compromise of such claim or threatened Proceeding, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified partydemand. The Indemnifying Party shall not, except with the written consent of the Indemnified Party, consent to the extent that entry of a judgment or settlement which does not include, as a term thereof, the indemnifying party demonstrates that unconditional release of the defense Indemnified Party and any of its Affiliates named as parties therein from all liability in respect of such action third party claim or the ability of the indemnifying party to obtain otherwise available insurance proceeds is materially prejudiced by the indemnified party's failure to give such noticedemand. (b) If any Proceeding referred to in Section 10.4(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party 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 satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 10 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (ii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- (a) Promptly after receipt by an ----------------------------- indemnified party under Section 10.2 11.2 or 10.3, 11.3 of notice of the commencement of any Proceeding against it action, or after an indemnified party's otherwise becoming aware of notice that such Proceeding has been Threatened against itfacts or circumstances giving rise to any Damages, such indemnified party willshall, if a claim in respect thereof is to be made against an indemnifying party under such Section, give written notice to the indemnifying party of the commencement of such claim or threatened Proceedingthereof, but the failure to so notify the indemnifying party will shall not relieve the indemnifying party it of any liability that it may have to any indemnified party, party except to the extent that the indemnifying party demonstrates that the defense of such action or the ability of the indemnifying party to obtain otherwise available insurance proceeds is materially prejudiced by the indemnified party's failure to give thereby. In case any such notice. (b) If any Proceeding referred to in Section 10.4(a) is action shall be brought against an indemnified party and it gives shall give written notice to the indemnifying party of the commencement of such Proceedingthereof, the indemnifying party will, unless the claim involves Taxes, shall be entitled to participate in such Proceeding therein and, to the extent that it wishes (unless (i) may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. If 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), elects to assume the defense of such Proceeding with counsel satisfactory to action, the indemnified party and, after notice from shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the indemnifying party elects not to assume (or fails to assume) the defense of such action, the indemnified party of its election shall be entitled to assume the defense of such Proceedingaction with counsel of its own choice, at the expense of the indemnifying party. If the action is asserted against both the indemnifying party and the indemnified party and there is a conflict of interests that renders it inappropriate for the same counsel to represent both the indemnifying party and the indemnified party, the indemnifying party will not, as long as it diligently conducts such defense, shall be liable to responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one indemnified party, the indemnifying party under this Section 10 shall not be responsible for any fees paying for more than one separate firm of other counsel or any other expenses with respect attorneys to the defense of such Proceeding, in each case subsequently incurred by represent the indemnified party in connection with parties, regardless of the defense number of such Proceeding, other than reasonable costs of investigationindemnified parties. If the indemnifying party assumes elects to assume the defense of a Proceedingsuch action, (ia) no compromise or settlement of such claims thereof may be effected by the indemnifying party without the indemnified party's written consent (which shall not be unreasonably withheld) unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; party and (iib) the indemnified indemnifying party will shall have no liability with respect to any compromise or settlement of such claims thereof effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its written consent (which may shall not be unreasonably withheld).

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- (a) Promptly Within a reasonable period of time after receipt the incurrence of any Losses by any Person entitled to indemnification pursuant to Section 6.3 hereof (an indemnified "Indemnified Party"), excluding any claim by a third Person described in Section 6.5, which might give rise to indemnification hereunder, the Indemnified Party shall deliver to the party under Section 10.2 from which indemnification is sought (the "Indemnifying Party") a certificate (the "Certificate"), which Certificate shall: (i) state that the Indemnified Party has paid or 10.3properly 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, of notice the date such item was paid or properly accrued, the basis for any anticipated liability and the nature of the commencement misrepresentation, breach of any Proceeding against it warranty, or claim to which each such item is related and the computation of notice that the amount to which such Proceeding has been Threatened against it, such indemnified party will, if a claim is Indemnified Party claims to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim or threatened Proceeding, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action or the ability of the indemnifying party to obtain otherwise available insurance proceeds is materially prejudiced by the indemnified party's failure to give such noticeentitled hereunder. (b) If In the event that the Indemnifying Party shall object to the indemnification of an Indemnified Party in respect of any Proceeding referred claim or claims specified in any Certificate, the Indemnifying Party shall, within twenty (20) days after receipt by the Indemnifying Party of such Certificate, deliver to in Section 10.4(a) is brought against an indemnified party and it gives the Indemnified Party a notice to such effect and the indemnifying party Indemnifying Party and the Indemnified Party shall, within the forty-five (45) day period beginning on the date of receipt by the commencement Indemnified Party of such Proceedingobjection, the indemnifying party will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines attempt in good faith that joint representation would be inappropriate, or (ii) to agree upon the indemnifying party fails to provide reasonable assurance to rights of the indemnified party of its financial capacity to defend such Proceeding and provide indemnification respective parties with respect to such Proceeding), to assume the defense each of such Proceeding with counsel satisfactory Claims to which the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 10 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigationIndemnifying Party shall have so objected. If the indemnifying party assumes Indemnified Party and the defense of a Proceeding, (i) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the Indemnifying Party shall succeed in reaching agreement on their respective rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (ii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of Claims, the commencement of any Proceeding Indemnified Party and the indemnifying 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 items or amount or amounts, then the party does not, within ten days after the which receives a final judgment in any dispute shall be indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding and held harmless for all reasonable attorney and consultant’s fees or any compromise or settlement effected expenses by the indemnified other party. (c) Notwithstanding Claims for losses specified in any Certificate to which an Indemnifying Party shall not object in writing within ten (10) days of receipt of such Certificate, Claims for losses the foregoingvalidity and amount of which have been the subject of arbitration as described in Section 6.4(b) and Claims for losses the validity and amount of which shall have been the subject of a final arbitration, if an indemnified party determines or shall have been settled with the consent of the Indemnifying Party, as described in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates other than Section 6.5 below, are hereinafter referred to, collectively, as a result "Agreed Claims". Within ten (10) days of monetary damages for which it would be entitled to indemnification under this Agreementthe determination of the amount of any Agreed Claims, the indemnified party may, Indemnifying Party shall pay to the Indemnified Party 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, and following a good faith attempt Indemnifying Party not less than two (2) Business Days prior to consult with 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)payment.

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- (a) Promptly Within 15 days after receipt by an indemnified party under Section 10.2 or 10.3, 10.3 of notice of the commencement of any Proceeding against it or of notice that such Proceeding has been Threatened against itaction, such indemnified party willshall, if a claim in respect thereof is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim or threatened Proceedingthereof, but the failure so to notify the indemnifying party will shall not relieve the indemnifying party it of any liability that it may have to any indemnified party, party except to the extent that the indemnifying party demonstrates that the defense of such action or the ability of the indemnifying party to obtain otherwise available insurance proceeds is materially prejudiced by the indemnified party's failure to give thereby. In case any such notice. (b) If any Proceeding referred to in Section 10.4(a) is action shall be brought against an indemnified party and it gives shall give notice to the indemnifying party of the commencement of such Proceedingthereof, the indemnifying party will, unless the claim involves Taxes, shall be entitled to participate in such Proceeding therein and, to the extent that it wishes (unless (i) may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. If 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), elects to assume the defense of such Proceeding with counsel satisfactory to action, the indemnified party and, after notice from shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the indemnifying party elects not to assume (or fails to assume) the defense of such action, the indemnified party of its election shall be entitled to assume the defense of such Proceedingaction with counsel of its own choice, at the expense of the indemnifying party. If the action is asserted against both the indemnifying party and the indemnified party and there is a conflict of interests which renders it inappropriate for the same counsel to represent both the indemnifying party and the indemnified party, the indemnifying party will not, as long as it diligently conducts such defense, shall be liable to responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one indemnified party, the indemnifying party under this Section 10 shall not be responsible for any fees paying for more than one separate firm of other counsel or any other expenses with respect attorneys to the defense of such Proceeding, in each case subsequently incurred by represent the indemnified party in connection with parties, regardless of the defense number of such Proceeding, other than reasonable costs of investigationindemnified parties. If the indemnifying party assumes elects to assume the defense of a Proceedingsuch action, (ia) no Table of Contents compromise or settlement of such claims thereof may be effected by the indemnifying party without the indemnified party's ’s written consent (which shall not be unreasonably withheld, conditioned or delayed) unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; party and (iib) the indemnified indemnifying party will shall have no liability with respect to any compromise or settlement of such claims thereof effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its written consent (which may shall not be unreasonably withheld, conditioned or delayed).

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- (a) Promptly after receipt In order for a party (the "indemnified party") to be ----------------- entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand, made by an any person against the indemnified party under Section 10.2 or 10.3, of notice of the commencement of any Proceeding against it or of notice that such Proceeding has been Threatened against it(a "Third Party Claim"), such indemnified party willmust notify ----------------- the indemnifying party in writing of the Third Party Claim within thirty (30) calendar days after receipt by such indemnified party of written notice of the Third Party Claim; provided, if however, that failure to give such notification -------- ------- shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have been actually prejudiced as a claim result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the indemnified party failed to give such notice). Thereafter, the indemnified party shall deliver to the indemnifying party, within five (5) 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 Third Party Claim. (i) If a Third Party Claim is to be made against an indemnifying party under such Sectionindemnified party, give notice to the indemnifying party will be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the indemnifying party; provided, that such counsel reasonably is -------- not objected to by the indemnified party; and provided, further, that the -------- ------- indemnifying party first notifies the indemnified party of its intention to assume such defense within thirty (30) calendar days of receipt of notice of a Third Party Claim. Should the commencement indemnifying party so elect to assume the defense of such claim or threatened Proceedinga Third Party Claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action or the ability of the indemnifying party to obtain otherwise available insurance proceeds is materially prejudiced by the indemnified party's failure to give such notice. (b) If any Proceeding referred to in Section 10.4(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party 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 satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 10 for any fees of other counsel or any other legal expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigationthereof. If the indemnifying party assumes the defense of a Proceeding, (i) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (ii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election elects to assume the defense of a Third Party Claim, the indemnified party (A) will cooperate in all reasonable respects with the indemnifying party in connection with such Proceedingdefense, (B) will not admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the indemnifying party's prior written consent and (C) will agree to any settlement, compromise or discharge of a Third Party Claim which the indemnifying party may recommend and which by its terms obligates the indemnifying party to pay the full amount of the liability in connection with such Third Party Claim, which releases the indemnified party completely in connection with such Third Party Claim, which does not obligate the indemnified party to take or forbear to take any action, and which would not adversely affect the business, operations or properties of the Company. (ii) In the event the indemnifying party shall assume the defense of any Third Party Claim as provided above, the indemnified party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the indemnifying party does not so assume the defense of any such Third Party Claim, the indemnified party may defend the same in such manner as it may deem appropriate including, but not limited to, settling such claim or litigation after giving notice of same to the indemnifying party on such terms as the indemnified party may deem appropriate, and the indemnifying party promptly will reimburse the indemnified party upon written request. (iii) Anything contained in this Agreement to the contrary notwithstanding, the indemnifying party will shall not be bound by entitled to assume the defense of any determination made in such Proceeding or any compromise or settlement effected Third Party Claim (and shall be liable for attorneys' fees and expenses incurred by the indemnified party. (cparty in defending such Third Party Claim) Notwithstanding if the foregoingThird Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the indemnified party that the indemnified party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages and which, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially successful, would adversely affect it the business, operations or its affiliates other than as a result properties of monetary damages the indemnified party; provided, however, that if such equitable relief portion of the Third Party Claim can be so separated from that for which it would money damages, the indemnifying party shall be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right defense of the portion relating 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)money damages.

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- (a) Promptly after receipt by an indemnified party under this Section 10.2 or 10.3, 8.4 of notice of the commencement of any Proceeding against it or of notice that such Proceeding has been Threatened against itaction (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against an any indemnifying party under this Section 8.4, deliver to the indemnifying party a written notice of commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party shall have the right to retain its own counsel, with the fees and expenses to be paid by the indemnifying party, if, in the reasonable opinion of counsel for the indemnifying party, representation of such Section, give indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such claim or threatened Proceedingaction shall relieve such indemnifying party of any liability to the indemnified party under this Section 8.4 only to the extent prejudicial to its ability to defend such action, but the failure omission so to notify deliver written notice to the indemnifying party will not relieve the indemnifying party it of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action or the ability of the indemnifying party to obtain otherwise available insurance proceeds is materially prejudiced by the indemnified party's failure to give such notice. (b) If any Proceeding referred to in Section 10.4(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party 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 satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party other than under this Section 10 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred 8.4. The indemnification required 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) no compromise or settlement of such claims may this Section 8.4 shall be effected made by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation periodic payments of the rights of any Person and no effect on any other claims that may be made against amount thereof during the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (ii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party course of the commencement of any Proceeding and the indemnifying party does notinvestigation or defense, within ten days after the indemnified party's notice promptly as such expense, loss, damage or liability is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified partyincurred. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- Each party indemnified under paragraph ----------------------------- (a) Promptly or (b) of this Section 8 shall, promptly after receipt by an indemnified party under Section 10.2 or 10.3, of notice of any claim or the commencement of any Proceeding action against it or of notice that such Proceeding has been Threatened against it, such indemnified party willin respect of which indemnity may be sought, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim or threatened Proceeding, but the failure to notify the indemnifying party will not relieve in writing of the claim or the commencement thereof; provided that the failure to -------- notify the indemnifying party of shall not relieve it from any liability that which it may have to any an indemnified partyparty on account of the indemnity agreement contained in paragraph (a) or (b) of this Section 8, except to the extent that the indemnifying party demonstrates that the defense of was prejudiced by such action or the ability of failure, and in no event shall such failure relieve the indemnifying party from any other liability which it may have to obtain otherwise available insurance proceeds is materially prejudiced by the such indemnified party's failure to give such notice. (b) . If any Proceeding referred to in Section 10.4(a) is such claim or action shall be brought against an indemnified party party, and it gives notice to shall notify the indemnifying party of the commencement of such Proceedingthereof, the indemnifying party will, unless the claim involves Taxes, shall be entitled to participate in such Proceeding therein, and, to the extent that it wishes (unless (i) the wishes, jointly with any other similarly notified 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)party, to assume the defense of such Proceeding thereof with counsel reasonably satisfactory to the indemnified party and, after party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceedingclaim or action, the indemnifying party will not, as long as it diligently conducts such defense, shall not be liable to the indemnified party under this Section 10 8 for any fees of other counsel legal or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, thereof other than reasonable costs of investigation. If ; provided that each indemnified party, its -------- officers and directors, if any, and each person, if any, who controls such indemnified party within the indemnifying party assumes meaning of the defense of a ProceedingSecurities Act, (i) no compromise or settlement of such claims may be effected shall have the right to employ separate counsel reasonably approved by the indemnifying party to represent them if the named parties to any action (including any impleaded parties) include both such indemnified party and an indemnifying party or an affiliate of an indemnifying party, and such indemnified party shall have been advised by counsel either (i) that there may be one or more legal defenses available to such indemnified party that are different from or additional to those available to such indemnifying party or such affiliate or (ii) a conflict may exist between such indemnified party and such indemnifying party or such affiliate, and in that event the fees and expenses of one such separate counsel for all such indemnified parties shall be paid by the indemnifying party. An indemnified party will not enter into any settlement agreement which is not approved by the indemnifying party, such approval not to be unreasonably withheld. The indemnifying party may not agree to any settlement of any such claim or action which provides for any remedy or relief other than monetary damages for which the indemnifying party shall be responsible hereunder, without the indemnified party's prior written consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by which consent shall not be unreasonably withheld. In any action hereunder as to which the indemnifying party has assumed the defense thereof with counsel reasonably satisfactory to the indemnified party; and (ii) , the indemnified party will have no liability shall continue to be entitled to participate in the defense thereof, with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party counsel of its election to assume the defense of such Proceedingown choice, but, except as set forth above, the indemnifying party will shall not be bound by any determination made in such Proceeding or any compromise or settlement effected by obligated hereunder to reimburse the indemnified party. (c) Notwithstanding party for the foregoingcosts thereof. In all instances, if the indemnified party shall cooperate fully with the indemnifying party or its counsel in the defense of each claim or action. If the indemnification provided for in this Section 8 shall for any reason be unavailable to an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it respect of any claim, liability, loss, damage, expense or its affiliates other than judgment in respect thereof, referred to herein, then each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by such indemnified party as a result of monetary damages such claim, liability, loss, damage, expense or judgment in respect thereof, in such proportion as shall be appropriate to reflect the relative fault of the indemnifying party on the one hand and the indemnified party on the other with respect to the statements or omissions which resulted in such loss, claim, damage or liability, or action in respect thereof, as well as any other relevant equitable considerations. 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 and their relative knowledge, access to 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 a Holder be required to contribute in excess of the amount of the net proceeds received by such Holder in connection with the sale of Registrable Securities in the offering which is the subject of such loss, claim, damage or liability. The amount paid or payable by an indemnified party as a result of the claim, liability, loss, damage, expense or judgment in respect thereof, referred to above in this paragraph shall be deemed to include, for which it would purposes of this paragraph, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claims. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle contribution from any person who was not guilty of 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)fraudulent misrepresentation.

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- (a) Promptly after receipt In order for a party (the "indemnified party") to be ----------------- entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand, made by an any person against the indemnified party under Section 10.2 or 10.3, of notice of the commencement of any Proceeding against it or of notice that such Proceeding has been Threatened against it(a "Third Party Claim"), such indemnified party willmust notify ----------------- the indemnifying party in writing of the Third Party Claim within thirty (30) calendar days after receipt by such indemnified party of written notice of the Third Party Claim; provided, if however, that failure to give such notification -------- ------- shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have been actually prejudiced as a claim result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the indemnified party failed to give such notice). Thereafter, the indemnified party shall deliver to the indemnifying party, within five (5) 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 Third Party Claim. (i) If a Third Party Claim is to be made against an indemnifying party under such Sectionindemnified party, give notice to the indemnifying party will be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the indemnifying party; provided, that such counsel reasonably is -------- not objected to by the indemnified party; and provided, further, that the -------- ------- indemnifying party first notifies the indemnified party of its intention to assume such defense within thirty (30) calendar days of receipt of notice of a Third Party Claim. Should the commencement indemnifying party so elect to assume the defense of such claim or threatened Proceedinga Third Party Claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action or the ability of the indemnifying party to obtain otherwise available insurance proceeds is materially prejudiced by the indemnified party's failure to give such notice. (b) If any Proceeding referred to in Section 10.4(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party 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 satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 10 for any fees of other counsel or any other legal expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigationthereof. If the indemnifying party assumes the defense of a Proceeding, (i) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (ii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election elects to assume the defense of a Third Party Claim, the indemnified party (x) will cooperate in all reasonable respects with the indemnifying party in - connection with such Proceedingdefense, (y) will not admit any liability with respect to, - or settle, compromise or 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 Third Party Claim which the indemnifying party may recommend and which by its terms obligates the indemnifying party to pay the full amount of the liability in connection with such Third Party Claim, which releases the indemnified party completely in connection with such Third Party Claim, which does not obligate the indemnified party to take or forbear to take any action, and which would not adversely affect the business, operations or properties of the Company. (ii) In the event the indemnifying party shall assume the defense of any Third Party Claim as provided above, the indemnified party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the indemnifying party does not so assume the defense of any such Third Party Claim, the indemnified party may defend the same in such manner as it may deem appropriate including, but not limited to, settling such claim or litigation after giving notice of same to the indemnifying party on such terms as the indemnified party may deem appropriate, and the indemnifying party promptly will reimburse the indemnified party upon written request. (iii) Anything contained in this Agreement to the contrary notwithstanding, the indemnifying party will shall not be bound by entitled to assume the defense of any determination made in such Proceeding or any compromise or settlement effected Third Party Claim (and shall be liable for attorneys' fees and expenses incurred by the indemnified party. (cparty in defending such Third Party Claim) Notwithstanding if the foregoingThird Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the indemnified party that the indemnified party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages and which, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially successful, would adversely affect it the business, operations or its affiliates other than as a result properties of monetary damages the indemnified party; provided, however, that if such equitable relief portion -------- ------- of the Third Party Claim can be so separated from that for which it would money damages, the indemnifying party shall be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right defense of the portion relating 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)money damages.

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- Any party entitled to indemnification under this Article VI (aan "Indemnified Party") Promptly after receipt by an indemnified party under Section 10.2 or 10.3, of notice of the commencement of any Proceeding against it or of notice that such Proceeding has been Threatened against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, will give written notice to the indemnifying party of the commencement of such any matters giving rise to a claim or threatened Proceedingfor indemnification; provided, but that the failure of any party entitled to notify the indemnifying party will indemnification hereunder to give notice as provided herein shall not relieve the indemnifying party of any liability that it may have to any indemnified party, its obligations under this Article VI except to the extent that the indemnifying party demonstrates that the defense of such action or the ability of the indemnifying party to obtain otherwise available insurance proceeds is materially actually prejudiced by the indemnified party's such failure to give such notice. (b) If . In case any Proceeding referred to in Section 10.4(a) action, proceeding or claim is brought against an indemnified Indemnified Party in respect of which indemnification is sought hereunder, the indemnifying party shall be entitled to participate in and, unless in the reasonable judgment of counsel to the Indemnified Party a conflict of interest between it and the indemnifying party may exist with respect of such action, proceeding or claim, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. In the event that the indemnifying party advises an Indemnified Party that it will contest such a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the indemnifying party elects in writing to assume and does so assume the defense of any such claim, proceeding or action, the Indemnified Party's costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall be losses subject to indemnification hereunder. The Indemnified Party shall cooperate fully with the indemnifying party in connection with any settlement negotiations or defense of any such action or claim by the indemnifying party and it gives notice shall furnish to the indemnifying party all information reasonably available to the Indemnified Party, which relates to such action or claim. The indemnifying party shall keep the Indemnified Party fully apprised at all times as to the status of the commencement of such Proceeding, defense or any settlement negotiations with respect thereto. If the indemnifying party willelects to defend any such action or claim, unless then the claim involves Taxes, Indemnified Party shall be entitled to participate in such Proceeding anddefense with counsel of its choice at its sole cost and expense. The indemnifying party shall not be liable for any settlement of any action, claim or proceeding effected without its prior written consent. Notwithstanding anything in this Article VI 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 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 Proceedingcontrary, the indemnifying party will shall not, without the Indemnified Party's prior written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof which imposes any future obligation on the Indemnified Party or which does not include, as long as it diligently conducts such defensean unconditional term thereof, be liable the giving by the claimant or the plaintiff to the indemnified party under this Section 10 for any fees Indemnified Party of other counsel or any other expenses with a release from all liability in respect to the defense of such Proceeding, claim. The indemnity agreements contained herein shall be in each case subsequently incurred by addition to (a) any cause of action or similar rights of the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If Indemnified Party against the indemnifying party assumes the defense of a Proceedingor others, and (ib) no compromise or settlement of such claims may be effected by any liabilities the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (ii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified partysubject to. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- (a) Promptly after receipt by an In the event any person or entity not a party to this Agreement shall make any demand or claim or file or threaten to file or continue any lawsuit, which demand, claim or lawsuit may result in Liabilities, the indemnified party under Section 10.2 or 10.3, of shall give written notice of the commencement of any Proceeding against it or of notice that to such Proceeding has been Threatened against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice effect to the indemnifying party promptly upon becoming aware thereof. In such event, within 20 days after written notice by the indemnified party (the "Notice") of such demand, claim or lawsuit, the indemnifying party shall have the right, at its sole cost and expense, to take and assume full control of the commencement of defense thereof and to hire counsel (which counsel shall be reasonably satisfactory to the indemnified party) to defend any such demand, claim or threatened Proceedinglawsuit (provided, but however, that the failure to notify the indemnifying party will give such Notice shall not relieve the indemnifying party of any liability that it may have to any indemnified partyits obligations hereunder unless, except and only to the extent that, such failure caused the damages for which the indemnifying party is obligated to be greater than they would otherwise have been had the indemnified party given prompt notice hereunder). Thereafter, the indemnified party shall be permitted to participate in such defense at its sole cost and expense, provided that, if the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party or if the indemnifying party proposes that the same counsel represent both the indemnified party and the indemnifying party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, then the indemnified party shall have the right to retain its own counsel at the cost and expense of the indemnifying party. In the event that the indemnifying party demonstrates that shall fell to respond within 20 days after receipt of the Notice from the indemnified party of any such demand, claim or lawsuit, then the indemnified party may retain counsel and conduct the defense of such action demand, claim or lawsuit, as it may in its sole discretion deem proper, at the ability sole cost and expense of the indemnifying party to obtain otherwise available insurance proceeds is materially prejudiced by the indemnified party's failure to give such notice. (b) If any Proceeding referred With regard to claims of third parties for which indemnification is payable hereunder, such indemnification shall be paid in Section 10.4(a) is brought against an indemnified party and it gives notice to the indemnifying party advance of the commencement settlement or final adjudication thereof on a current basis within 30 days of such Proceeding, the indemnifying party will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to receipt from the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel satisfactory to the indemnified party and, after notice from supporting documentation as the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 10 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (ii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified partyreasonably request. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

Procedure for Indemnification. THIRD PARTY CLAIMS -------------------------------------------------CLAIMS (a) Promptly after receipt by an indemnified party under Section 10.2 6.2 or 10.3, 6.3 of notice of the commencement of any Proceeding against it or of notice that such Proceeding has been Threatened against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim or threatened Proceedingclaim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, party except to the extent that the indemnifying party demonstrates that the defense of such action or the ability of the indemnifying party to obtain otherwise available insurance proceeds is materially prejudiced by the indemnified party's failure to give such notice. (b) If any Proceeding referred to in Section 10.4(a6.4(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party will, unless the claim involves Taxes, will be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith on advice of its own counsel, 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 selected by the indemnified party and reasonably satisfactory to the indemnified indemnifying party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 10 6 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, , (i) it will be conclusively established for purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements Applicable Law or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iiiii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten fifteen days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. An indemnified party shall use Best Efforts to cooperate with the indemnifying party in the defense of any third party Proceeding, including making available witnesses and document production, and communicating any offers of settlement to or from the indemnifying party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, at its expense, by notice to the indemnifying party, and following a good faith attempt to consult with 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)consent.

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- (a) Promptly after receipt by an indemnified party under Section 10.2 or 10.3, of notice Any Party entitled to make a claim for indemnification hereunder shall promptly notify the indemnifying Party of the commencement of any Proceeding against it or of notice that such Proceeding has been Threatened against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement in writing upon learning of such claim or threatened Proceedingthe facts constituting such claim, but describing the failure to notify claim in reasonable detail, the amount thereof, and the basis therefor. The indemnifying party Party will not relieve the indemnifying party be relieved of any liability that it may have to any indemnified party, except its indemnification obligations hereunder to the extent that the indemnifying party demonstrates that the defense of such action or the ability of the indemnifying party to obtain otherwise available insurance proceeds it is materially prejudiced by the indemnified party's ’s failure to give such prompt notice. The Party from whom indemnification is sought shall respond to each such claim within thirty (30) days of receipt of such notice. No action shall be taken pursuant to the provisions of this Agreement or otherwise by the Party seeking indemnification (unless reasonably necessary to protect the rights of the Party seeking indemnification) until the later of (i) the expiration of the thirty (30) day response period or (ii) thirty (30) days following the expiration of the thirty (30) day response period if a response, received within such thirty (30) day period by the Party seeking indemnification, requests an opportunity to cure the matter giving rise to indemnification (and, in such event, the amount of such claim for indemnification shall be reduced to the extent so cured). (b) If any Proceeding referred to in Section 10.4(a) a claim for indemnification hereunder is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceedingbased on a claim by a third party, the indemnifying party will, unless Party shall have the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party 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), right to assume the entire control of the defense thereof, including at its own expense, employment of such Proceeding with counsel reasonably satisfactory to the indemnified party Party, and, after notice from in connection therewith, the Party claiming indemnification shall cooperate fully with the indemnifying party Party and make available to the indemnifying Party all pertinent information under its control; provided, that the indemnified party Party may participate in any proceeding with counsel of its election to assume the defense of choice at its expense. In such Proceedingevent, the indemnifying party will notParty shall have the right to settle or resolve any such claim by a third party; provided, that any such settlement or resolution contemplated by the Seller, as long as it diligently conducts such defensethe indemnifying Party, be liable to the indemnified party under this Section 10 for that involves any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred action by the indemnified party in connection with the defense of such Proceeding, Buyer other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation compliance with customary obligations to limit disclosure of the rights terms thereof and the payment of any Person and no effect on any other claims that may be made against the indemnified party, and money (B) the sole relief provided which is monetary damages that are paid in full by the indemnifying partySeller, subject to the applicable conditions and limits contained in this Article IX) shall not be concluded without the prior written approval of the Buyer, which approval shall not be unreasonably withheld, delayed or conditioned; and (ii) provided further, that any such settlement or resolution contemplated by the indemnified party will have no liability Buyer, as the indemnifying Party, that involves any action other than compliance with respect customary obligations to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party limit disclosure of the commencement of any Proceeding terms thereof and the indemnifying party does not, within ten days after the indemnified party's notice payment of money (which is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made paid in such Proceeding or any compromise or settlement effected full by the indemnified partyBuyer) shall not be concluded without the prior written approval of the Seller, which approval shall not be unreasonably withheld, delayed or conditioned. (c) Notwithstanding Without limiting the generality of the foregoing, if an indemnified party determines the Buyer will, and will cause employees of the Buyer, the Companies and the Subsidiaries to, cooperate fully with the Seller in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates other than as a result of monetary damages connection with any matter for which it would be entitled the Seller is the indemnifying Party. Such cooperation shall include (i) assisting in the collection and preparation of discovery materials, (ii) meeting with (and making employees available to indemnification under this Agreementmeet with) the Seller and/or its counsel to prepare for and/or appear as witnesses at depositions, the indemnified party maycourt proceedings and/or trial, by notice and (iii) providing to the indemnifying partySeller and/or its counsel all information under the control of the Buyer, and following a good faith attempt to consult with 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 Company or any compromise Subsidiary that is deemed necessary by the Seller and/or its counsel for the defense or settlement effected without its consent (which may not be unreasonably withheld)prosecution of such matter.

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- Each party indemnified under paragraph (a) Promptly or (b) of this Section 7, shall, promptly after receipt by an indemnified party under Section 10.2 or 10.3, of notice of the commencement of any Proceeding action against it or of notice that such Proceeding has been Threatened against it, such indemnified party willin respect of which indemnity may be sought, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim or threatened Proceeding, but the failure to notify the indemnifying party will in writing of the commencement thereof. The omission of any indemnified party so to notify an indemnifying party of such action shall not relieve the indemnifying party of from any liability in respect of such action that it may have to any such indemnified partyparty on account of the indemnity agreement contained in paragraph (a) or (b) of this Section 7, except to the extent that the indemnifying party demonstrates that the defense of such action was or the ability of is actually prejudiced thereby, and in no event shall relieve the indemnifying party from any other liability that it may have to obtain otherwise available insurance proceeds is materially such indemnified party to the extent the indemnifying party has not actually been prejudiced by the indemnified party's failure to give thereby. In case any such notice. (b) If any Proceeding referred to in Section 10.4(a) is action shall be brought against an any indemnified party and it gives notice to the such indemnified party shall notify an indemnifying party of the commencement of such Proceedingthereof, the indemnifying party will, unless the claim involves Taxes, shall be entitled to participate in such Proceeding therein and, to the extent that it wishes (unless (i) the may wish, jointly with any other 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)similarly notified, to assume the defense of such Proceeding thereof, with counsel reasonably satisfactory to such indemnified party. If the indemnifying party so assumes the defense thereof, it may not agree to any settlement of any such action as the result of which any remedy or relief, other than monetary damages for which the indemnifying party shall be responsible hereunder, shall be applied to or against the indemnified party, without the prior written consent of the indemnified party. An indemnifying party may not assume or jointly assume the defense of an action if in the reasonable judgment of the indemnified party a conflict of interest may exist between the indemnifying party and such indemnified party with respect to such action. An indemnifying party who is not entitled to, who elects not to, or who has not appointed counsel reasonably satisfactory to the indemnified party andwithin a reasonable time to, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceedingan action shall be obligated to pay the fees and expenses of counsel for the indemnified party; PROVIDED, HOWEVER, that the indemnifying party will not, as long as it diligently conducts shall not be obligated to pay the fees and the expenses of more than one counsel (plus local counsel if necessary) for all parties who may be indemnified by such defense, be liable to the indemnified indemnifying party under this Section 10 for any fees of other counsel or any other expenses with respect to such action, unless in the defense reasonable judgment of such Proceeding, in each case subsequently incurred by the any indemnified party in connection a conflict of interest exists between such indemnified party and any other indemnified party with the defense of respect to such Proceeding, other than reasonable costs of investigationaction. If the indemnifying party assumes does not assume the defense of a Proceedingan action, (i) no compromise or it shall be bound by any settlement to which the indemnified party agrees, irrespective of such claims may be effected by whether the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims consents thereto; PROVIDED, HOWEVER, that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (ii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and if the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to not assume the defense of such Proceedingan action because of a conflict of interest that prevented it from doing so, then the indemnifying party will shall be bound by any 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 materially adversely affect it or its affiliates other than as a result of monetary damages for to which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice agrees and to the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but which the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent consents (which may consent shall not be unreasonably withheld). If any settlement of any claim is effected by the indemnified party prior to commencement of any action relating thereto, the indemnifying party shall be bound thereby only if it has consented in writing thereto. In any action with respect to which the indemnifying party has assumed the defense thereof, the indemnified party shall continue to be entitled to participate in the defense thereof, with counsel of its own choice; PROVIDED, HOWEVER, that the indemnifying party shall be relieved of the obligation hereunder to reimburse the indemnified party for the costs of such counsel.

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- Each party indemnified under paragraph (a) Promptly or (b) of this Section 7 shall, promptly after receipt by an indemnified party under Section 10.2 or 10.3, of notice of any claim or the commencement of any Proceeding action against it or of notice that such Proceeding has been Threatened against it, such indemnified party willin respect of which indemnity may be sought, if a claim is to be made against an indemnifying party under such Section, give notice to notify the indemnifying party in writing of the commencement of such claim or threatened Proceeding, but the commencement thereof; provided that the failure to notify the indemnifying party will shall not relieve the indemnifying party of it from any liability that which it may have to any an indemnified partyparty on account of the indemnity agreement contained in paragraph (a) or (b) of this Section 7, except to the extent (and only to the extent) that the indemnifying party demonstrates that the defense of was prejudiced by such action or the ability of failure, and in no event shall relieve the indemnifying party from any other liability which it may have to obtain otherwise available insurance proceeds is materially prejudiced by the such indemnified party's failure to give such notice. (b) . If any Proceeding referred to in Section 10.4(a) is such claim or action shall be brought against an indemnified party party, and it gives notice to shall notify the indemnifying party of the commencement of such Proceedingthereof, the indemnifying party will, unless the claim involves Taxes, shall be entitled to participate in such Proceeding therein, and, to the extent that it wishes (unless (i) the wishes, jointly with any other similarly notified 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)party, to assume the defense of such Proceeding thereof with counsel reasonably satisfactory to the indemnified party, but only upon written acknowledgment from the indemnified party and, after that the matter for which the defense is assumed is an indemnifiable obligation of the indemnifying party under this Agreement. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceedingclaim or action, the indemnifying party will not, as long as it diligently conducts such defense, shall not be liable to the indemnified party under this Section 10 7 for any fees of other counsel legal or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, thereof other than reasonable costs of investigation. If ; provided that each indemnified party, its officers and directors, if any, and each person, if any, who controls such indemnified party within the indemnifying party assumes meaning of the defense of a ProceedingSecurities Act, (i) no compromise or settlement of such claims may be effected shall have the right to employ separate counsel reasonably approved by the indemnifying party to represent them if the named parties to any action (including any impleaded parties) include both such indemnified party and an indemnifying party or an affiliate of an indemnifying party, and such indemnified party shall have been advised by counsel that a conflict may exist between such indemnified party and such indemnifying party or such affiliate, and in that event the fees and expenses of one such separate counsel for all such indemnified parties shall be paid by the indemnifying party. An indemnified party will not enter into any settlement agreement which is not approved by the indemnifying party, such approval not to be unreasonably withheld. The indemnifying party may not agree to any settlement of any such claim or action which provides for any remedy or relief other than monetary damages for which the indemnifying party shall be responsible hereunder, without the indemnified party's prior written consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by which consent shall not be unreasonably withheld. In any action hereunder as to which the indemnifying party has assumed the defense thereof with counsel reasonably satisfactory to the indemnified party; and (ii) , the indemnified party will have no liability shall continue to be entitled to participate in the defense thereof, with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party counsel of its election to assume the defense of such Proceedingown choice, but, except as set forth above, the indemnifying party will shall not be bound by any determination made in such Proceeding or any compromise or settlement effected by obligated hereunder to reimburse the indemnified party. (c) Notwithstanding party for the foregoingcosts thereof. In all instances, if the indemnified party shall cooperate fully with the indemnifying party or its counsel in the defense of each claim or action. If the indemnification provided for in this Section 7 shall for any reason be unavailable to an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it respect of any loss, claim, damage or its affiliates other than liability, or any action in respect thereof, referred to herein, then each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by such indemnified party as a result of monetary damages such loss, claim, damage or liability, or action in respect thereof, in such proportion as shall be appropriate to reflect the relative fault of the indemnifying party on the one hand and the indemnified party on the other with respect to the statements or omissions which resulted in such loss, claim, damage or liability, or action in respect thereof, as well as any other relevant equitable considerations. 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 and their relative knowledge, access to information and opportunity to correct or prevent such statement or omission, but not by reference to any indemnified party's stock ownership in Uniview. 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 which it would purposes of this paragraph, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle contribution from any person who was not guilty of 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)fraudulent misrepresentation.

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- (a) Promptly after receipt by an indemnified With respect to any matter for which a party under Section 10.2 or 10.3may seek indemnification hereunder, of notice of the commencement of any Proceeding against it or of notice that such Proceeding has been Threatened against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party shall have the right to control the defense of all actions in respect thereof, provided that the commencement indemnifying party actually and diligently undertakes and pursues such defense with competent counsel reasonably acceptable to the indemnified party and does not enter into any settlement without the indemnified party's prior written consent which is not to be unreasonably withheld or delayed. An indemnified party will notify the indemnifying party in writing promptly after the indemnified party becomes aware of such claim any claim, action or threatened Proceedingproceeding by a third party, but the failure or delay to so notify the indemnifying party will shall not relieve the indemnifying party of any obligation or liability that it the indemnifying party may have to any the indemnified party, except to the extent that the indemnifying party demonstrates that the defense of indemnifying party's ability to defend or resolve such action or the ability of claim is adversely affected thereby. The indemnified party will cooperate with the indemnifying party to obtain otherwise available insurance proceeds is materially prejudiced by party, at the indemnifying party's expense, in any defense or prosecution of a claim for which the indemnified party's failure to give such noticeparty seeks indemnification. (b) If any Proceeding referred to in Section 10.4(a) is brought against an indemnified party and intends to seek indemnification hereunder, other than for a third party claim, then it gives notice shall notify the indemnifying party in writing promptly after its discovery of facts upon which it intends to base its claim for indemnification hereunder, but the failure or delay to so notify the indemnifying party shall not relieve the indemnifying party of the commencement of such Proceeding, any obligation or liability that the indemnifying party willmay have to the indemnified party, unless the claim involves Taxes, be entitled to participate in such Proceeding and, except 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 demonstrates 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 satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 10 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (ii) the indemnified party will have no liability with respect 's ability to any compromise or settlement of resolve such claims effected without its consent. If notice claim is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified partyadversely affected thereby. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- (a) Promptly after receipt by an indemnified party under Section 10.2 or 10.3, of notice of the commencement of any Proceeding against it or of notice that such Proceeding has been Threatened against it, such indemnified party will, if a claim Claim is to be made against an indemnifying party under such Sectionsection, give notice to the indemnifying party of the commencement of such claim or threatened ProceedingClaim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action or the ability of the indemnifying party to obtain otherwise available insurance proceeds is materially prejudiced by the indemnified indemnifying party's failure to give such notice. (b) If any such Proceeding referred to in Section 10.4(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party will, unless the claim Claim involves Taxestaxes, 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 satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 10 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) it will be conclusively established for purposes of this Agreement that the Claims made in that Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims Claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iiiii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- (a) Promptly after receipt by an indemnified party under Section 10.2 or 10.3, of An Indemnified Party shall give written notice of (the commencement "Claim Notice") of any Proceeding Claim for indemnification under this Article VIII to the Escrow Agent and the indemnifying parties reasonably promptly after the assertion against it or an Indemnified Party of notice that such Proceeding has been Threatened against it, such indemnified any claim by a third party will(a "Third Party Claim") or, if such Claim is not in respect of a claim is Third Party Claim, reasonably promptly after the discovery of facts on which the Indemnified Party intends to be made against an indemnifying party under such Sectionbase a Claim for indemnification pursuant to Article VIII; provided, give notice however, that the failure or delay to so notify the Escrow Agent and the indemnifying party of the commencement of such claim or threatened Proceeding, but the failure to notify the indemnifying party will parties shall not relieve the indemnifying party parties of any obligation or liability that it the indemnifying parties may have to any indemnified party, the Indemnified Party except to the extent extent, and only to the extent, that the indemnifying party demonstrates parties demonstrate that the defense of indemnifying parties' ability to defend or resolve such action or Claim is materially adversely affected thereby. Any such Claim Notice shall describe the ability facts and circumstances on which the asserted Claim for indemnification is based (to the extent then known by the Indemnified Party) and shall specify how such Indemnified Party intends to recover such funds pursuant to this Agreement and the basis for the determination of the amount which the Indemnified Party intends to recover. Notwithstanding the foregoing, any Claim Notice submitted by Parent Indemnified Parties or Parent as indemnifying party to obtain otherwise available insurance proceeds is materially prejudiced by the indemnified party's failure Shareholder Representative shall be deemed to give have been delivered to the Shareholder Indemnified Parties or the Shareholders as indemnifying parties upon delivering of such noticeClaim Notice to the Shareholder Representative. (b) If any Proceeding referred to in Section 10.4(a) is brought against an indemnified party and it gives notice to the indemnifying party If, within 30 days of the commencement effective date under this Agreement of such Proceedinga Claim Notice, the indemnifying party willcontests in writing to the Indemnified Party and the Escrow Agent that Losses identified in such Claim Notice constitute indemnifiable Claims (the "Contest Notice"), then the Indemnified Party and the indemnifying parties, acting in good faith, shall attempt to reach agreement with respect to the contested portions of such Claims. Unless a Claim is contested within such 30-day period (meaning the Contest Notice is effective on or prior to the 30th day after the effective date of the Claim Notice to which such Contest Notice relates), the Indemnified Party shall, subject to the other terms of this Article VIII, be paid the amount of the Losses related to such Claim or the uncontested portion thereof. The indemnifying parties shall not object to any Claim unless (i) they believe in good faith that the Indemnified Party is not entitled to be indemnified with respect to the Losses specified therein, or (ii) they lack sufficient information to assess the validity or amount of the Claim. If the indemnifying parties object to a Claim on the basis that they lack sufficient information, they shall promptly request from the Indemnified Party any additional information reasonably necessary for them to assess such Claim and the Indemnified Party shall, to the extent the Indemnified Party reasonably can, provide additional information reasonably requested. Upon receipt of such additional information, the indemnifying parties shall review it as soon as reasonably practicable and notify the Indemnified Party of any withdrawal or modification of the objection. If the Indemnified Party and the indemnifying parties are unable to reach agreement with respect to any contested Claims within 45 days of the delivery of the Contest Notice, the matter shall be settled by binding arbitration in Seattle, Washington as set forth below. All claims shall be settled in accordance with the Commercial Arbitration Rules then in effect of the American Arbitration Association (the "AAA Rules"). The indemnifying parties and the Indemnified Party shall each designate one arbitrator within 15 days after the termination of such 45-day period. The indemnifying parties and the Indemnified Party shall cause such designated arbitrators mutually to agree upon and designate a third arbitrator; provided, however, that (i) failing such agreement within 70 days of delivery of the Contest Notice, the third arbitrator shall be appointed in accordance with the AAA Rules and (ii) if either the indemnifying parties or the Indemnified Party fails to timely designate an arbitrator, the dispute shall be resolved by the one arbitrator timely designated. All of the fees and expenses of the arbitrators shall be paid in accordance with the determination of the arbitrators based on the outcome of the dispute, with any portion thereof that is payable by the Shareholders being paid by Parent and reimbursed from the Holdback Shares in the same manner as other Claims. The indemnifying parties and the Indemnified Party shall cause the arbitrators to decide the matter to be arbitrated pursuant hereto within 30 days after the appointment of the last arbitrator. The arbitrators' decision shall relate solely to whether the Indemnified Party is entitled to be indemnified for the contested Claim, or the contested portion thereof, pursuant to the applicable terms of this Agreement. The final decision of the majority of the arbitrators shall be furnished to the indemnifying parties and the Indemnified Party in writing and shall constitute the conclusive determination of the issue in question binding upon the indemnifying parties, the Shareholders, and the Indemnified Party, and shall not be contested by any of them. Such decision may be used in a court of law only for the purpose of seeking enforcement of the arbitrators' decision. (i) Subject to the rights of or duties to any insurer or other third party having potential liability therefor, the indemnifying parties shall have the right, upon written notice given to the Indemnified Party within 30 days after receipt of the notice from the Indemnified Party of any Third Party Claim, to assume the defense or handling of such Third Party Claim, at the indemnifying party's sole expense, in which case the provisions of Section 8.5(c)(ii) shall govern; provided, however, that, notwithstanding the foregoing, Parent or the Shareholder Representative may elect to assume the defense and handle any such Third Party Claim by providing notice to the other party stating the basis for such election if it determines in good faith that the resolution of such Third Party Claim could result in a material adverse impact on the business, operations, assets, liabilities (absolute, accrued, contingent or otherwise), condition (financial or otherwise) or prospects of Parent or the Shareholders, as applicable, in which case the provisions of Section 8.5(d)(ii) hereof shall govern. (ii) The indemnifying parties shall select counsel reasonably acceptable to the Indemnified Party in connection with conducting the defense or handling of such Third Party Claim, and the indemnifying parties shall defend or handle the same in consultation with the Indemnified Party and shall keep the Indemnified Party timely apprised of the status of such Third Party Claim. The indemnifying parties shall not, without the prior written consent of the Indemnified Party, agree to a settlement of any Third Party Claim, unless (A) the claim involves Taxessettlement provides an unconditional release and discharge of the Indemnified Party and (B) the Indemnified Party shall not have reasonably objected to any such settlement on the ground that the circumstances surrounding the settlement could reasonably result in an adverse impact on the business, operations, assets, liabilities (absolute, accrued, contingent or otherwise), condition (financial or otherwise) or prospects of the Indemnified Party. The Indemnified Party shall cooperate with the indemnifying parties and shall be entitled to participate in the defense or handling of such Proceeding and, to the extent that it wishes (unless Third Party Claim with its own counsel and at its own expense. (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 If (iiA) the indemnifying party fails to provide reasonable assurance parties do not give written notice to the indemnified party Indemnified Party pursuant to Section 8.5(c)(i) within 30 days after the effective date of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel satisfactory to the indemnified party and, after notice from the Indemnified Party of any Third Party Claim of the indemnifying party to the indemnified party of its party's election to assume the defense or handling of such ProceedingThird Party Claim or (B) Parent or the Shareholder Representative elects to assume the defense or handling of the Third Party Claim pursuant to Section 8.5(c)(ii), the provisions of Section 8.5(d)(ii) shall govern. (ii) The Indemnified Party may, at the indemnifying party will not, party's expense (which shall be paid from time to time by the indemnifying parties as long as it diligently conducts such defense, be liable to the indemnified party under this Section 10 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently are incurred by the indemnified Indemnified Party), select counsel reasonably acceptable to the indemnifying party in connection with conducting the defense or handling of such ProceedingThird Party Claim and defend or handle such Third Party Claim in such manner as it may deem appropriate; provided, other than reasonable costs of investigation. If however, that the Indemnified Party shall keep the indemnifying party assumes parties timely apprised of the defense of a Proceeding, (i) no compromise or settlement status of such claims may be effected by Third Party Claim and shall not settle such Third Party Claim without the prior written consent of the indemnifying party without the indemnified party's parties, which consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (ii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with 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 shall not be unreasonably withheld), unless the settlement provides an unconditional release and discharge of the indemnifying parties. If the Indemnified Party defends or handles such Third Party Claim, the indemnifying parties shall cooperate with the Indemnified Party and shall be entitled to participate in the defense or handling of such Third Party Claim with its own counsel and at its own expense.

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- (a) Promptly An indemnified party shall give written notice (the "Claim Notice") of any Claim for indemnification under this Article 9 to the indemnifying party, reasonably promptly after receipt by the assertion against an indemnified party under Section 10.2 or 10.3, of notice of the commencement of any Proceeding against it or claim by a third party (a "Third Party Claim") or, if such Claim is not in respect of notice that such Proceeding has been Threatened against ita Third Party Claim, such reasonably promptly after the discovery of facts upon which the indemnified party will, if intends to base a claim is Claim for indemnification pursuant to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim or threatened Proceeding, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action or the ability of the indemnifying party to obtain otherwise available insurance proceeds is materially prejudiced by the indemnified party's failure to give such noticethis Article 9.5. (b) If any Proceeding referred The procedures to in Section 10.4(a) is brought against an be followed by the indemnified party and it gives with respect to contesting whether a Claim is an indemnifiable Claim shall be as set forth in the Interwest Escrow Agreement. (i) Subject to the rights of or duties to any insurer or other third party having potential liability therefor, the indemnifying party, shall have the right, upon written notice to the indemnifying indemnified party within 30 days after receipt of the commencement of such Proceeding, the indemnifying party will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and notice from the indemnified party of any Third Party Claim, to assume the defense or handling of such, Third Party Claim, at the indemnifying party's sole expense, in which case the provisions of Section 9.5(c)(ii) hereof shall govern; provided, however, that, notwithstanding the foregoing, the indemnified party may elect to assume the defense and handle any such Third Party Claim if it determines in good faith that joint representation would be inappropriatethe resolution of such Third Party Claim could result in an adverse impact on the business, operations, assets, liabilities (absolute, accrued, contingent or otherwise), condition (financial or otherwise) or prospects of indemnified party, in which case the provisions of Section 9..5(d)(ii) hereof shall govern. (ii) The indemnifying party, on behalf of the indemnifying party fails party, shall select counsel reasonably acceptable to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 10 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with conducting the defense or handling of such ProceedingThird Party Claim, other than reasonable costs of investigation. If and the indemnifying party assumes shall defend or handle the defense same in consultation with the indemnified party and shall keep the indemnified party timely apprised of a Proceeding, (i) no compromise or settlement the status of such claims may be effected by the Third Party Claim. The indemnifying party shall not, without the prior written consent of the indemnified party's consent , agree to a settlement of any Third Party Claim, unless (A) there is no finding or admission of any violation of Legal Requirements or any violation the settlement provides an unconditional release and discharge of the rights of any Person indemnified party and no effect on any other claims that may be made against the indemnified party, party is reasonably satisfied with such discharge and release and (B) the sole relief provided is monetary damages indemnified party shall not have reasonably objected to any such settlement on the ground that are paid the circumstances surrounding the settlement could result in full by an adverse impact on the business, operations, assets, liabilities (absolute, accrued, contingent or otherwise), condition (financial or otherwise) or prospects of the indemnified party. The indemnified party shall cooperate with the indemnifying party; party and (ii) shall be entitled to participate in the indemnified party will have no liability with respect to any compromise defense or settlement handling of such claims effected without Third Party Claim with its consent. own counsel and at its own expense. (d) (i) If notice is given to an indemnifying party of the commencement of any Proceeding and (A) the indemnifying party does not, within ten days after the indemnified party's notice is given, not give written notice to the indemnified party pursuant to Section 9.5(c)(i) within 30 days after receipt of its the notice from the indemnified party of any Third Party Claim of the indemnifying party's election to assume the defense or handling of such ProceedingThird Party Claim or (B) indemnified party elects to assume the defense and the handling of such Third Party Claim pursuant to Section 9.5(c)(i), the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified partyprovisions of Section 9.5(d)(ii) hereof shall govern. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- FFIN, FFB or OSB (aas applicable, the “Indemnified Party”) Promptly after receipt by an indemnified party under Section 10.2 or 10.3, of notice of the commencement of any Proceeding against it or of notice that such Proceeding has been Threatened against it, such indemnified party will, if within ten (10) Business Days after the service of process in a lawsuit brought by a third party (a “Lawsuit”) or within thirty (30) days after such Indemnified Party acquires Knowledge of a claim is to be made against an indemnifying party covered by the indemnities under such SectionSections 11.02, and 11.03 or 11.07 of this Agreement (a “Claim”), give written notice to the indemnifying other party (the “Indemnifying Party”), describing the Lawsuit or Claim (a “Notice of Claim”) and the commencement of estimated amount thereof; but any failure by FFIN, FFB or OSB to give the foregoing written notice within such claim or threatened Proceeding, but the failure to notify the indemnifying party period will not relieve affect the indemnifying party of any liability that it may have to any indemnified partyindemnities under Sections 11.02, except 11.03 or 11.07, as applicable, to the extent that the indemnifying party demonstrates that the defense Indemnifying Party is not actually prejudiced by such failure. Upon receipt of such action or notice, the ability Indemnifying Party will be entitled, at its own cost and expense: (a) to assume responsibility and control of the indemnifying party to obtain otherwise available insurance proceeds is materially prejudiced by the indemnified party's failure to give such notice. (b) If any Proceeding referred to in Section 10.4(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party 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 satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 10 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) no compromise or settlement of such claims the Lawsuit that involves solely a claim for one or more liabilities for which indemnity may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified partysought hereunder, and (Bb) the sole relief provided is monetary damages that are paid in full any other case, to be consulted by the indemnifying party; Indemnified Party (who will consider in good faith all requests of the Indemnifying Party with respect to all such proceedings) with respect to proceedings subject to control of the Indemnified Party. For so long as the Indemnifying Party is contesting any such Lawsuit in good faith and (ii) by appropriate proceedings, the indemnified party Indemnifying Party will have no liability not be required to make payment under this Article XI to the Indemnified Party. If the Indemnifying Party is controlling the conduct of any such Lawsuit, the Indemnifying Party will, on request of the Indemnified Party, provide to the Indemnified Party, at reasonable intervals, a summary of any developments with respect to that Lawsuit. The Indemnified Party may participate at its own expense in any judicial proceeding controlled by the Indemnifying Party. To the extent permitted by applicable law, the Indemnified Party will supply the Indemnifying Party with information reasonably requested by the Indemnifying Party as necessary for the Indemnifying Party to control and conduct the defense of any Lawsuit, to prosecute any counterclaim or to participate in any proceeding to the extent permitted by this provision. The Indemnified Party will not enter into any settlement or other compromise with respect to any compromise or settlement of such claims effected liability as to which indemnity may be sought without its consent. If notice is given to an indemnifying party the prior written consent of the commencement of any Proceeding and the indemnifying party does notIndemnifying Party, within ten days after the indemnified party's notice which consent is given, give notice not to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- Each party indemnified under paragraph (a) Promptly or (b) of this Section 7 shall, promptly after receipt by an indemnified party under Section 10.2 or 10.3, of notice of any claim or the commencement of any Proceeding action against it or of notice that such Proceeding has been Threatened against it, such indemnified party willin respect of which indemnity may be sought, if a claim is to be made against an indemnifying party under such Section, give notice to notify the indemnifying party in writing of the commencement of such claim or threatened Proceeding, but the commencement thereof; provided that the failure to notify the indemnifying party will shall not relieve the indemnifying party of it from any liability that which it may have to any an indemnified partyparty on account of the indemnity agreement contained in paragraph (a) or (b) of this Section 7, except to the extent that the indemnifying party demonstrates that the defense of was prejudiced by such action or the ability of failure, and in no event shall relieve the indemnifying party from any other liability which it may have to obtain otherwise available insurance proceeds is materially prejudiced by the such indemnified party's failure to give such notice. (b) . If any Proceeding referred to in Section 10.4(a) is such claim or action shall be brought against an indemnified party party, and it gives notice to shall notify the indemnifying party of the commencement of such Proceedingthereof, the indemnifying party will, unless the claim involves Taxes, shall be entitled to participate in such Proceeding therein, and, to the extent that it wishes (unless (i) the wishes, jointly with any other similarly notified 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)party, to assume the defense of such Proceeding thereof with counsel reasonably satisfactory to the indemnified party and, after party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceedingclaim or action, the indemnifying party will not, as long as it diligently conducts such defense, shall not be liable to the indemnified party under this Section 10 7 for any fees of other counsel legal or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, thereof other than reasonable costs of investigation. If ; provided that each indemnified party, its officers and directors, if any, and each person, if any, who controls such indemnified party within the indemnifying party assumes meaning of the defense of a ProceedingSecurities Act, (i) no compromise or settlement of such claims may be effected shall have the right to employ separate counsel reasonably approved by the indemnifying party to represent them if the named parties to any action (including any impleaded parties) include both such indemnified party and an indemnifying party or an Affiliate of an indemnifying party, and such indemnified party shall have been advised by counsel either (i) that there are one or more legal defenses available to such indemnified party that are different from or additional to those available to such indemnifying party or such affiliate or (ii) a conflict may exist between such indemnified party and such indemnifying party or such affiliate, and in that event the fees and expenses of one such separate counsel for all such indemnified parties shall be paid by the indemnifying party. An indemnified party will not enter into any settlement agreement which is not approved by the indemnifying party, such approval not to be unreasonably withheld. The indemnifying party may not agree to any settlement of any such claim or action which provides for any remedy or relief other than monetary damages for which the indemnifying party shall be responsible hereunder, without the indemnified party's prior written consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by which consent shall not be unreasonably withheld. In any action hereunder as to which the indemnifying party has assumed the defense thereof with counsel reasonably satisfactory to the indemnified party; and (ii) , the indemnified party will have no liability shall continue to be entitled to participate in the defense thereof, with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party counsel of its election to assume the defense of such Proceedingown choice, but, except as set forth above, the indemnifying party will shall not be bound by any determination made in such Proceeding or any compromise or settlement effected by obligated hereunder to reimburse the indemnified party. (c) Notwithstanding party for the foregoingcosts thereof. In all instances, if the indemnified party shall cooperate fully with the indemnifying party or its counsel in the defense of each claim or action. If the indemnification provided for in this Section 7 shall for any reason be unavailable to an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it respect of any loss, claim, damage or its affiliates other than liability, or any action in respect thereof, referred to herein, then each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by such indemnified party as a result of monetary damages such loss, claim, damage or liability, or action in respect thereof, in such proportion as shall be appropriate to reflect the relative fault of the indemnifying party on the one hand and the indemnified party on the other with respect to the statements or omissions which resulted in such loss, claim, damage or liability, or action in respect thereof, as well as any other relevant equitable considerations. 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 and their relative knowledge, access to information and opportunity to correct or prevent such statement or omission, but not by reference to any indemnified party's stock ownership in NetVoice. 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 which it would purposes of this paragraph, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle contribution from any person who was not guilty of 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)fraudulent misrepresentation.

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- Any party entitled to indemnification under this Article IX (aan "Indemnified Party") Promptly after receipt by an indemnified party under Section 10.2 or 10.3, of notice of the commencement of any Proceeding against it or of notice that such Proceeding has been Threatened against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, will give written notice to the indemnifying party of the commencement of such any matters giving rise to a claim or threatened Proceedingfor indemnification; provided, but that the failure of any party entitled to notify the indemnifying party will indemnification hereunder to give notice as provided herein shall not relieve the indemnifying party of any liability that it may have to any indemnified party, its obligations under this Article IX except to the extent that the indemnifying party demonstrates that the defense of such action or the ability of the indemnifying party to obtain otherwise available insurance proceeds is materially actually prejudiced by the indemnified party's such failure to give such notice. (b) If . In case any Proceeding referred to in Section 10.4(a) action, proceeding or claim is brought against an indemnified Indemnified Party in respect of which indemnification is sought hereunder, the indemnifying party shall be entitled to participate in and, unless in the reasonable judgment of counsel to the Indemnified Party a conflict of interest between it and the indemnifying party may exist with respect of such action, proceeding or claim, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. In the event that the indemnifying party advises an Indemnified Party that it will contest such a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the indemnifying party elects in writing to assume and does so assume the defense of any such claim, proceeding or action, the Indemnified Party's costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall be losses subject to indemnification hereunder. The Indemnified Party shall cooperate fully with the indemnifying party in connection with any settlement negotiations or defense of any such action or claim by the indemnifying party and it gives notice shall furnish to the indemnifying party all information reasonably available to the Indemnified Party, which relates to such action or claim. The indemnifying party shall keep the Indemnified Party fully apprised at all times as to the status of the commencement of such Proceeding, defense or any settlement negotiations with respect thereto. If the indemnifying party willelects to defend any such action or claim, unless then the claim involves Taxes, Indemnified Party shall be entitled to participate in such Proceeding anddefense with counsel of its choice at its sole cost and expense. The indemnifying party shall not be liable for any settlement of any action, claim or proceeding affected without its prior written consent. Notwithstanding anything in this Article IX 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 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 Proceedingcontrary, the indemnifying party will shall not, without the Indemnified Party's prior written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof which imposes any future obligation on the Indemnified Party or which does not include, as long as it diligently conducts such defensean unconditional term thereof, be liable the giving by the claimant or the plaintiff to the indemnified party under this Section 10 for any fees Indemnified Party of other counsel or any other expenses with a release from all liability in respect to the defense of such Proceeding, claim. The indemnity agreements contained herein shall be in each case subsequently incurred by addition to (a) any cause of action or similar rights of the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If Indemnified Party against the indemnifying party assumes the defense of a Proceedingor others, and (ib) no compromise or settlement of such claims may be effected by any liabilities the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (ii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified partysubject to. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- Each party seeking to be reimbursed, indemnified, defended, and/or held harmless under Sections 14.1 or 14.2 (each, an ‘indemnitee”) shall (a) Promptly after receipt by an indemnified provide the party under Section 10.2 or 10.3obligated to indemnify such Indemnitee (the “Indemnitor”) with prompt, of written notice of any claim, suit, demand, or other action for which such Indemnitee seeks to be reimbursed, indemnified, defended, and/or held harmless (each, a “Claim”), which notice shall include a reasonable identification of the commencement alleged facts giving rise to such Claim; (b) grant such party reasonable authority and control over the defense and settlement of any Proceeding against it or of notice that such Proceeding has been Threatened against it, Claim; and (c) reasonably cooperate with such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim or threatened Proceeding, but the failure to notify the indemnifying party will not relieve the indemnifying party and its agents in defense of any liability that it may such Claim, at the Indemnitor’s expense. Each Indemnitee shall have the right to any indemnified party, except to the extent that the indemnifying party demonstrates that participate in the defense of any Claim for which Indemnitee seeks to be reimbursed, indemnified, defended, or held harmless, by using attorneys of such action or the ability Indemnitee’s choice, at such Indemnitee’s expense. Any settlement of the indemnifying party a Claim for which any Indemnitee seeks to obtain otherwise available insurance proceeds is materially prejudiced by the indemnified party's failure to give such noticebe [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. (b) If any Proceeding referred to in Section 10.4(a) is brought against an indemnified party and it gives notice ] reimbursed, indemnified, defended, and/or held harmless under this Article 14 shall be subject to the indemnifying party of the commencement prior written approval of such ProceedingIndemnitee, the indemnifying party will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party 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 satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 10 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (ii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with 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 approval shall not be unreasonably withheld), conditioned, or delayed.

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- (a) 9.7.1 Promptly after receipt by an indemnified party under Section 10.2 9.2.1, 9.3, or 10.3, (to the extent provided in the last sentence of Section 9.2.2) 9.2.2 of notice of the commencement of any Proceeding against it or of notice that such Proceeding has been Threatened against it, such indemnified party willshall, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim or threatened Proceeding, but claim; PROVIDED that the failure to notify the indemnifying party will shall not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action or the ability of the indemnifying party to obtain otherwise available insurance proceeds Proceeding is materially prejudiced by the indemnified indemnifying party's failure to give such notice. (b) 9.7.2 If any Proceeding referred to in Section 10.4(a) 9.7.1 is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party willshall, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party 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 to 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, the indemnifying party will shall not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 10 9 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) it shall be conclusively established for purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (Aa) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (Bb) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iiiii) the indemnified party will shall have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten 10 days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will shall be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) 9.7.3 Notwithstanding the foregoingforegoing provisions of this Section 9.7, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will shall not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may shall not be unreasonably withheld).

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- (a) Promptly after receipt If any Indemnitee determines that it is or may be entitled to indemnification by an indemnified party under Section 10.2 or 10.3any Indemnifying Party (other than in connection with any Third Party Claim), of notice of the commencement of any Proceeding against it or of notice that such Proceeding has been Threatened against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice Indemnitee will deliver to the indemnifying party of the commencement of such claim or threatened ProceedingIndemnifying Party a written notice specifying, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that reasonably practicable, the indemnifying party demonstrates that basis for its claim for indemnification and the defense amount for which the Indemnitee reasonably believes it is entitled to be indemnified. Within 60 calendar days after receipt of such action notice, the Indemnifying Party will pay the Indemnitee such amount in cash or other immediately available funds unless the Indemnifying Party objects to the claim for indemnification or the ability amount by written notice setting forth the grounds therefor within such 600 calendar day period. If the Indemnifying Party does not give the Indemnified Party written notice objecting to such indemnity claim and setting forth the grounds therefor within 30 calendar days after receipt of the indemnifying party to obtain otherwise available insurance proceeds is materially prejudiced by the indemnified party's failure to give such notice, the Indemnifying Party will be deemed to have acknowledged its liability for such claim and the Indemnitee may exercise any and all of its rights under applicable law to collect such amount. (b) If any Proceeding referred to in Section 10.4(a) is brought against an indemnified party and it gives Indemnitee receives notice to the indemnifying party of the commencement assertion of any Third-Party Claim with respect to which an Indemnifying Party is obligated under this Agreement to provide indemnification, such Indemnitee will give such Indemnifying Party notice thereof promptly after becoming aware of such ProceedingThird-Party Claim; provided, however, that the indemnifying party willfailure of any Indemnitee to give such notice will not relieve any Indemnifying Party of its obligations under this Article IV, unless the claim involves Taxes, be entitled to participate in such Proceeding and, except to the extent that it wishes such Indemnifying Party is actually prejudiced by such failure to give notice. Such notice will describe such Third-Party Claim in reasonable detail and, if practicable, will indicate the estimated amount of the Indemnifiable Loss that has been or may be sustained by such Indemnitee. (unless c) An Indemnifying Party, at such Indemnifying Party's own expense and through counsel chosen by such Indemnifying Party (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would which counsel shall be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance reasonably satisfactory to the indemnified party Indemnitee), may elect to defend any Third-Party Claim. If an Indemnifying Party elects to defend a Third-Party Claim, then, within fifteen calendar days after receiving notice of such Third-Party Claim (or sooner, if the nature of such Third-Party Claim so requires), such Indemnifying Party will notify the Indemnitee of its financial capacity intent to defend do so, and such Proceeding and provide indemnification with respect to such Proceeding), to assume Indemnitee shall cooperate in the defense of such Proceeding Third-Party Claim. Such Indemnifying Party will pay such Indemnitee's reasonable out-of-pocket expenses incurred in connection with counsel satisfactory to the indemnified party and, after such cooperation. After notice from the indemnifying party an Indemnifying Party to the indemnified party an Indemnitee of its election to assume the defense of a Third-Party Claim, such Proceeding, the indemnifying party Indemnifying Party will not, as long as it diligently conducts such defense, not be liable to the indemnified party such Indemnitee under this Section 10 Article IV for any fees of other counsel legal or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party such Indemnitee in connection with the defense thereof; provided, however, that such Indemnitee will have the right to employ one law firm as counsel to represent such Indemnitee (which firm shall be reasonably acceptable to the Indemnifying Party) if, in such Indemnitee's reasonable judgment, either a conflict of interest between such Indemnitee and such Indemnifying Party exists in respect of such Proceedingclaim or there may be defenses available to such Indemnitee which are different from or in addition to those available to such Indemnifying Party, other than and in that event (i) the reasonable costs fees and expenses of investigationsuch separate counsel shall be paid by such Indemnitee and (ii) each of such Indemnifying Party and such Indemnitee shall have the right to run its own defense in respect of such claim. If an Indemnifying Party elects not to defend against a Third-Party Claim, or fails to notify an Indemnitee of its election as provided in this Section 4.02 within the indemnifying party assumes period of fifteen calendar days described above, such Indemnitee may defend, compromise and settle such Third-Party Claim; provided, however, that no such Indemnitee may compromise or settle any such Third-Party Claim without the defense prior written consent of a Proceedingthe Indemnifying Party, which consent shall not be withheld unreasonably. Notwithstanding the foregoing, the Indemnifying Party shall not, without the prior written consent of the Indemnitee, (i) no settle or compromise any Third-Party Claim or settlement consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnitee of a written release from all liability in respect of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding Third-Party Claim or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (ii) settle or compromise any Third-Party Claim in any manner that in the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party reasonable judgment of the commencement of any Proceeding and Indemnifying Party, is likely to adversely affect the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified partyIndemnitee. (cd) Notwithstanding If for any reason the foregoingindemnification provided by this Agreement is unenforceable, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates other than the Indemnifying Party will contribute to the amount payable by the Indemnitee as a result of monetary damages for which it would be entitled the related losses an amount appropriate to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with 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)reflect equitable considerations.

Procedure for Indemnification. THIRD PARTY CLAIMS -------------------------------------------------CLAIMS (a) Promptly after receipt by an indemnified party Indemnified Person under Section 10.2 or 10.3, SECTION 11.2 of notice of the commencement of any Proceeding against it action, arbitration, audit, hearing, investigation, litigation, or of notice that such Proceeding has been Threatened suit (whether civil, criminal, administrative, judicial or investigative, whether formal or informal, public or private) commenced, brought, conducted or heard by or before or otherwise involving any governmental body or arbitrator (a "Proceeding") against it, such indemnified party Indemnified Persons will, if a claim is to be made against an indemnifying party under such Sectionthis ARTICLE XI, give notice to the indemnifying party of the commencement of such claim or threatened Proceeding, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified partyIndemnified Persons, except to the extent that the indemnifying party demonstrates that the defense of such action or the ability of the indemnifying party to obtain otherwise available insurance proceeds is materially prejudiced by the indemnified indemnifying party's failure to give such notice. (b) If any Proceeding referred to in Section 10.4(a) SECTION 11.6 is brought against an indemnified party Indemnified Persons and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party will, unless the claim involves Taxes, will be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the 37 indemnifying party is also a party to such Proceeding and the indemnified party Indemnified Persons determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party Indemnified Persons of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel satisfactory to the indemnified party Indemnified Persons and, after notice from the indemnifying party to the indemnified party Indemnified Persons of its election to assume the defense of such Proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party Indemnified Persons under this Section 10 ARTICLE XI for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party Indemnified Persons in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's Indemnified Persons' consent unless (A) there is no finding or admission of any violation of Legal Requirements law or any violation of the rights of any Person person and no effect on any other claims that may be made against the indemnified partyIndemnified Persons, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iiiii) the indemnified indemnifying party will have no liability with respect to any compromise or settlement of such claims effected without its prior written consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten (10) days after the indemnified party's Indemnified Persons' notice is given, give notice to the indemnified party Indemnified Persons of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified partyIndemnified Persons. (c) Notwithstanding the foregoing, if an indemnified party Indemnified Persons determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates or advisors other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party Indemnified Persons may, by notice to the indemnifying party, and following a good faith attempt to consult with 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 prior written consent (which may not be unreasonably withheld). (d) With respect to any Proceeding subject to indemnification under this ARTICLE XI: (i) both the Indemnified Persons and the indemnifying party, as the case may be, shall keep the other party fully informed of the Proceeding at all stages thereof where such party is not represented by its own counsel, and (ii) the parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to cooperate in good faith with each other in order to ensure the proper and adequate defense of any Proceeding brought by any third party. (e) With respect to any Proceeding subject to indemnification under this ARTICLE XI, the parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all confidential business records and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use its best efforts, in any Proceeding in which it has assumed or participated in the defense, to avoid production of confidential business records (consistent with applicable law and rules of procedure), and (ii) all communications between any party hereto and counsel responsible for or participating in the defense of any Proceeding shall, to the extent possible, be made so as to preserve any applicable attorney-client work-product privilege. (f) PROCEDURE FOR INDEMNIFICATION -- OTHER CLAIMS. A claim for 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. THIRD PARTY CLAIMS ------------------------------------------------- (a) 12.4.1 Promptly after receipt by an indemnified party under Section 10.2 or 10.3, of notice of the commencement of any Proceeding against it or of notice that such Proceeding has been Threatened against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim or threatened Proceedingclaim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action or the ability of the indemnifying party to obtain otherwise available insurance proceeds is materially prejudiced by the indemnified indemnifying party's failure to give such notice. (b) 12.4.2 If any such Proceeding referred to in Section 10.4(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party 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 satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 10 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iiiii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) 12.4.3 Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- (a) Promptly Within ten (10) business days after discovery or notice of a breach or receipt by an a Party of a third party claim, the indemnified party under Section 10.2 or 10.3, of notice of the commencement of any Proceeding against it or of notice that such Proceeding has been Threatened against it, such indemnified party willParty shall, if a claim in respect thereof is to be made against an the indemnifying party Party under such Sectionthis Agreement, give deliver a claim notice to the indemnifying party of the commencement of such claim or threatened ProceedingParty; provided, but the however, that failure to so notify the indemnifying party will Party shall not relieve the indemnifying party of any liability that it may have to any indemnified party, Party except to the extent that the indemnifying party demonstrates that the defense of such action or failure materially prejudiced the ability of the indemnifying Party to defend the action or claim. In the event that any third party claim is made against the indemnified Party and the indemnified Party notifies the indemnifying Party of the commencement thereof, the indemnifying Party shall be entitled to obtain otherwise available insurance proceeds is materially prejudiced participate therein and may elect to assume the defense thereof, with counsel reasonably satisfactory to the indemnified Party. The indemnified Party shall have the right to employ separate counsel in any action or claim and to participate in the defense thereof at its own expense; provided such separate counsel may be retained at the expense of the indemnifying Party (i) if the retention of such counsel has been specifically authorized by the indemnifying Party within twenty (20) days after receipt of a claim notice that it elects to undertake the defense thereof (provided, however, if the indemnified party's failure to give Party retains counsel after receipt of such notice, such counsel shall be at the indemnified Party's expense), (ii) if there is a reasonable basis on which the indemnified Party's interests may differ from those of the indemnifying Party, (iii) if the indemnifying Party fails to take reasonable steps to diligently defend such claim, or (iv) if the indemnifying Party has not undertaken to fully indemnify the indemnified Party in respect of all Damages relating to the matter. (b) If any Proceeding referred to in Section 10.4(a) The indemnifying Party shall remit payment for the amount of a valid and substantiated claim for indemnification that is brought against an indemnified party and it gives notice to not disputed by the indemnifying party Party hereunder within fifteen (15) business days of the commencement receipt of such Proceedinga claim notice therefor. Upon the payment in full of any claim hereunder, the indemnifying party will, unless the claim involves Taxes, Party shall be entitled to participate in such Proceeding and, subrogated to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and rights of 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 satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 10 for Party against any fees of other counsel or any other expenses Person with respect to the defense subject matter of such Proceedingclaim. In the event of a dispute, the Parties shall proceed in each case subsequently incurred by the indemnified party in connection with the defense good faith to negotiate a resolution of such Proceedingdispute, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceedingand if not resolved through negotiation, (i) no compromise or settlement of such claims dispute may be effected resolved by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission non-binding arbitration in accordance with Section 10.12 of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (ii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified partythis Agreement. (c) Notwithstanding Without the foregoingprior written consent of the indemnified Party, if an the indemnifying Party will not enter into any settlement of any third party claim which would lead to liability or create any financial or other obligation on the part of the indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates other than as a result of monetary damages Party for which it would be the indemnified Party is not entitled to indemnification under this Agreementhereunder. If a firm offer is made to settle a third party claim without leading to liability or the creation of a financial or other obligation on the part of the indemnified Party for which the indemnified Party is not entitled to indemnification hereunder and the indemnifying Party desires to accept and agree to such offer, the indemnifying Party will give written notice to the indemnified Party to that effect. If the indemnified Party fails to consent to such firm offer within ten (10) calendar days after its receipt of such notice, the indemnified Party may continue to contest or defend such third party mayclaim and, in such event, the maximum liability of the indemnifying Party as to such third party claim will not exceed the amount of such settlement offer, plus costs and expenses paid or incurred by notice the indemnified Party through the end of such ten (10) calendar day period. (d) In the event that the indemnifying Party reimburses the indemnified Party for any third party claim, the indemnified Party shall remit to the indemnifying partyParty any reimbursement, net of any and following a good faith attempt to consult with all costs and expenses of collecting such reimbursement, that the indemnifying party, assume the exclusive right to defend, compromise, or settle indemnified Party subsequently actually receives for such Proceeding, but the indemnifying third 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)claim.

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- (a) Promptly after receipt by an In the event that any indemnified party under Section 10.2 or 10.3, of receives written notice of the commencement of any Proceeding against it action or proceeding, the assertion of notice that such Proceeding has been Threatened against itany claim by a third party or the imposition of any penalty or assessment for which indemnity may be sought pursuant to this Article VII (a "Third Party Claim"), and such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to shall promptly provide the indemnifying party of the commencement with notice of such claim action, proceeding, claim, penalty or threatened Proceedingassessment, but the failure to notify the and such indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified partyshall, except to the extent that the indemnifying party demonstrates that the defense upon receipt of such action or the ability of the indemnifying party to obtain otherwise available insurance proceeds is materially prejudiced by the indemnified party's failure to give such notice. (b) If any Proceeding referred to in Section 10.4(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party will, unless the claim involves Taxes, be entitled to participate in or, at the indemnifying party's option, assume the defense, appeal or settlement of such Proceeding andaction, proceeding, claim, penalty or assessment with respect to the extent that it wishes (unless (i) which such indemnity has been invoked with counsel of its choosing, and such indemnified party will fully cooperate with the indemnifying party is also in connection therewith; provided that such indemnified party shall be entitled to employ one counsel to represent such indemnified party if, in such indemnified party's reasonable judgment, a conflict of interest between the indemnifying party to such Proceeding and the indemnified party determines exists in good faith respect of such claim and in that joint representation would event the reasonable fees and expenses of such separate counsel shall be inappropriate, or (ii) paid by the indemnifying party. In the event that the indemnifying party fails to provide reasonable assurance to assume the defense, appeal or settlement of such action, proceeding, claim, penalty or assessment within 20 days after receipt of notice thereof from such indemnified party, such indemnified party shall have the right to undertake the defense or appeal of its financial capacity to defend or settle or compromise such Proceeding action, proceeding, claim, penalty or assessment on behalf of and provide indemnification for the account and risk of the indemnifying party. The indemnifying party shall not settle or compromise any such action, proceeding, claim, penalty or assessment without such indemnified party's prior written consent, unless the terms of such settlement or compromise release such indemnified party from any and all liability with respect to such Proceeding), to assume the defense of such Proceeding with counsel satisfactory Claim. (b) Any indemnifiable claim that is not a Third Party Claim shall be asserted by written notice to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 10 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigationparty. If the indemnifying party assumes does not respond to such notice within 60 days, it shall have no further right to contest the defense of a Proceeding, (i) no compromise or settlement validity of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (ii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified partyclaim. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

Procedure for Indemnification. THIRD PARTY CLAIMS -------------------------------------------------CLAIMS (a) Promptly after receipt by an indemnified party under Section 10.2 5.2 or 10.3, 5.3 of notice of the commencement of any Proceeding against it or of notice that such Proceeding has been Threatened against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim or threatened Proceedingclaim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action or the ability of the indemnifying party to obtain otherwise available insurance proceeds is materially prejudiced by the indemnified indemnifying party's failure to give such notice. (b) If any Proceeding referred to in Section 10.4(a) 5 is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party 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 satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 10 5 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iiiii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Sellers hereby consent to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on Sellers with respect to such a claim anywhere in the world.

Procedure for Indemnification. THIRD PARTY CLAIMS -------------------------------------------------In the event, from time to time, any party (the "Claimant") determines that it has suffered a Loss for which indemnification is available pursuant to this Section 11, the following procedure shall be followed: (a) Promptly after receipt by an indemnified party under Section 10.2 or 10.3, of The Claimant shall give written notice of the commencement of any Proceeding against it or of notice that such Proceeding has been Threatened against it, such indemnified party will, if claim (a claim is to be made against an indemnifying party under such Section, give notice Yaas Notice") to the indemnifying party from which the indemnification is claimed (the 'Indemnifying Party') specifying in reasonable detail the amount of the commencement of such claim or threatened Proceeding, but claimed Loss (the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action or the ability of the indemnifying party to obtain otherwise available insurance proceeds is materially prejudiced by the indemnified party's failure to give such notice"Las Amount"). (b) If any Proceeding referred to in Section 10.4(aWithin twenty (20) is brought against an indemnified party and it gives notice days after delivery of a Loss Notice, the Indemnifying Party shall provide to the indemnifying party of Claimant, a written response (a 'Respe e Notice") in which the commencement of such Proceeding, the indemnifying party will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless Indemnifying Party will (i) agree that indemnification of the indemnifying party full Loss Amount is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriateappropriate, or (ii) the indemnifying party fails agree that indemnification in an amount equal to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding)part, to assume the defense of such Proceeding with counsel satisfactory to the indemnified party andbut not all, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 10 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that Loss Amount (the 'Agreed Amount") may be made against or (iii) contest making any indemnification hereunder. The Indemnifying Party may contest any indemnification hereunder upon a good faith belief that all or such portion of such Losses do not constitute a Loss for which the indemnified party, and (B) the sole relief provided Claimant is monetary damages that are paid in full entitled to indemnification under this letter agreement. If no Response Notice is delivered by the indemnifying party; and Indemnifying Party within such ten (ii10) day period, the indemnified party will Indemnifying Party shall be deemed to have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party agreed that indemnification of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice full Loss Amount is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified partyappropriate. (c) Notwithstanding If the foregoingIndemnifying Party in the Response Notice agrees (or is deemed to have agreed pursuant to clause (ii) above) that indemnification in an amount equal to the Loss Amount is appropriate, if an indemnified party determines then the Indemnifying Party shall pay the Loss Amount within three (3) business days of the Response Notice_ (d) If the Indemnifying Party in the Response Notice contests all or any part of the Loss Amount (the 'Contested Amount"), the Claimant and the Indemnifying Party shall negotiate in good faith that there to resolve any such dispute. If any such dispute involving claims of less than $1,000,000 cannot be resolved within thirty (30) days after the receipt by Claimant of the Response Notice, the Claimant and the Indemnifying Party shall submit the matter to the Washington, D.C. office of the American Arbitration Association ('AAA") for binding arbitration to be conducted in accordance with the AAA commercial arbitration rules in effect at the time such matter is submitted. If any such matter is submitted to the AAA as provided herein, (A) each of the Claimant and the Indemnifying Party will furnish to AAA such work papers and other documents and information as AAA may request and will be afforded the opportunity to present to AAA any material relevant to the matter, (B) the determination by AAA, as set forth in a reasonable probability that notice delivered to the Claimant and the Indemnifying Party by AAA, will be binding and conclusive on such parties. (e) In connection with any such commercial arbitration, the following rules also shall apply: (A) any party shall have the right to have counsel represent such party at the arbitration hearing and in pre-arbitration proceedings; (B) all parties shall be permitted to conduct discovery in accordance with the Federal Rules of Civil Procedure; (C) the arbitrator(s) shall have the authority to resolve any discovery disputes and to invoke an action to cease further discovery; (D) each party to any arbitration proceeding shall have the right to a Proceeding may materially adversely affect it written transcript made of the arbitration proceedings; (E) each party shall have the right to file post-arbitration briefs, which shall be considered by the arbitrator(s); and (F) each party shall bear its own costs and expenses and attorney's fees in connection with such arbitration. (f) In the event of any disputes involving claims of $1,000,000 or its affiliates other than as more, either party shall have the right to bring such action in any state or federal court of competent jurisdiction. (g) The exercise of any such right by any Claimant in good faith, whether or not ultimately determined to be justified, will not constitute a result breach of monetary damages for which it would be entitled to indemnification under this Agreement, . Neither the indemnified party may, by notice exercise of nor the failure to exercise such right of reimbursement will constitute an election of remedies or limit any Claimant in any manner in the indemnifying party, and following a good faith attempt enforcement of any other remedies available to consult with 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)Claimant except as otherwise expressly set forth in this Agreement.

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- Each party seeking to be reimbursed, indemnified, defended, and/or held harmless under Sections 14.1 or 14.2 (each, an “Indemnitee”) shall (a) Promptly after receipt by an indemnified provide the party under Section 10.2 or 10.3obligated to indemnify such Indemnitee (the “Indemnitor”) with prompt, of written notice of any claim, suit, demand, or other action for which such Indemnitee seeks to be reimbursed, indemnified, defended, and/or held harmless (each, a “Claim”), which notice shall include a reasonable identification of the commencement alleged facts giving rise to such Claim; (b) grant such party reasonable authority and control over the defense and settlement of any Proceeding against it or of notice that [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] such Proceeding has been Threatened against it, Claim; and (c) reasonably cooperate with such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim or threatened Proceeding, but the failure to notify the indemnifying party will not relieve the indemnifying party and its agents in defense of any liability that it may such Claim, at the Indemnitor’s expense. Each Indemnitee shall have the right to any indemnified party, except to the extent that the indemnifying party demonstrates that participate in the defense of any Claim for which Indemnitee seeks to be reimbursed, indemnified, defended, or held harmless, by using attorneys of such action or the ability Indemnitee’s choice, at such Indemnitee’s expense. Any settlement of the indemnifying party a Claim for which any Indemnitee seeks to obtain otherwise available insurance proceeds is materially prejudiced by the indemnified party's failure to give such notice. (b) If any Proceeding referred to in Section 10.4(a) is brought against an indemnified party and it gives notice be reimbursed, indemnified, defended, and/or held harmless under this Article 14 shall be subject to the indemnifying party of the commencement prior written approval of such ProceedingIndemnitee, the indemnifying party will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party 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 satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 10 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (ii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with 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 approval shall not be unreasonably withheld), conditioned, or delayed.