Common use of Procedure for Indemnification Clause in Contracts

Procedure for Indemnification. Promptly after receipt by an indemnified party under Section 7.1 or 7.2 hereof of notice of the commencement of any action or assertion of any claim, such indemnified party shall, 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 or assertion thereof, but the failure so to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party except to the extent the indemnifying party demonstrates that the defense of such action is materially prejudiced thereby. If any such action shall be brought against an indemnified party and it shall give notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof with counsel satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such Section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation. If an indemnifying party assumes the defense of such an action: (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party's consent which shall not be unreasonably withheld unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person and no effect on any other claims that may be made against the indemnified party and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent. If notice is given to an indemnifying party of the commencement of any action and it 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 thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliates other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action at its cost or expense, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld).

Procedure for Indemnification. Promptly after receipt by an indemnified party under this Section 7.1 or 7.2 hereof 6 of notice of the commencement of any action or assertion of (including any claimgovernmental action), such indemnified party shallwill, if a claim in respect thereof is to be made against an any indemnifying party under this Section 6, 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 or assertion thereofof any such action shall relieve such indemnifying party of any liability to the indemnified party under this Section 6 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 shall will not relieve it of any liability that it may have to any indemnified party except to the extent the indemnifying party demonstrates that the defense of such action is materially prejudiced therebyother than under this Section 6. If any such action The indemnification required by this Section 6 shall be brought against an indemnified party and it shall give notice to the indemnifying party made by periodic payments of the commencement thereof, amount thereof during the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof with counsel satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such Section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation. If an indemnifying party assumes the defense of such an action: (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party's consent which shall not be unreasonably withheld unless (i) there is no finding or admission of any violation of law or any violation course of the rights of any person and no effect on any other claims that may be made against the indemnified party and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (b) the indemnifying party shall have no liability with respect to any compromise investigation or settlement thereof effected without its consent. If notice is given to an indemnifying party of the commencement of any action and it does notdefense, 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 thereof, the indemnifying party shall be bound by any determination made in promptly as such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliates other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action at its cost or expense, but the indemnifying party shall not be bound by any determination of an action so defended loss, damage or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld)liability is incurred.

Procedure for Indemnification. Promptly after receipt by an indemnified party under Section 7.1 or 7.2 hereof of notice of the commencement of any action or assertion of any claimaction, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Sectionparty, give notice to the indemnifying party of the commencement or assertion thereof, but the failure so to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party except to the extent the indemnifying party demonstrates that the defense of such action by the indemnifying party is materially prejudiced thereby. If In case any such action shall be brought against an indemnified party and it shall give notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof with counsel reasonable satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such Section section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation. , If an indemnifying party assumes assume the defense of such an action: : (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party's ’s consent (which shall not be unreasonably withheld unless unreasonable withheld) unless: (i) there is no finding or admission of any violation of law or any violation of the rights of any person and which is not fully remedied by the payment referred to in clause; (ii) no adverse effect on any other claims that may be made against the indemnified party party; and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consentconsent (which shall not be reasonably withheld); and (c) the indemnified party will reasonably cooperate with the indemnifying party in the defense of such action. If notice is given to an indemnifying party of the commencement of any action and it does not, within ten (10) business fifteen days after the indemnified party's ’s notice is given, give notice to the indemnified party of its election to assume the defense thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines determined in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliates affiliated other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action at its cost or expenseaction, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld).

Procedure for Indemnification. Promptly after After receipt by an indemnified party under Section 7.1 11.1, Section 11.2, Section 11.3 or 7.2 hereof Section 11.4 of notice of the commencement of any action or assertion of any claimaction, such indemnified party shall, 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 or assertion thereof, but the . The failure so to promptly notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party except with respect to such action; provided that, to the extent that any such failure to provide prompt notice is responsible for an increase in the indemnity obligations of the indemnifying party, the indemnifying party demonstrates that the defense of shall not be responsible for any such action is materially prejudiced therebyincrease. If In case any such action shall be brought against an indemnified party and it shall give written notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party and, after notice from party. If the indemnifying party to such indemnified party of its election so elects to assume the defense of such action, the indemnified party 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 shall be entitled to assume the defense of such action 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 (i) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the indemnifying party and the indemnified party or (ii) such action could reasonably be expected to result in the imposition of criminal liability, the indemnifying party shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one indemnified party and it is practical for all such parties to be represented by common counsel, the indemnifying party shall not be liable responsible for paying for more than one separate firm of attorneys to such represent the indemnified party under such Section for any fees parties, regardless of other counsel or any other expenses, in each case subsequently incurred by such the number of indemnified party in connection with the defense thereof, other than reasonable costs of investigationparties. If an the indemnifying party assumes elects to assume the defense of such an action: , (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party's ’s written consent (which shall not be unreasonably withheld withheld) unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person and no effect on any other claims that may be made against the indemnified party and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and party and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent. If notice is given to an indemnifying party of the commencement of any action and it 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 thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliates other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action at its cost or expense, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld)) unless the indemnifying party has failed to defend such indemnified party against such action. If this Section 11.5 conflicts with the contest provisions in Section 8.7 with respect to any contest or claim relating to taxes, Section 8.7 shall govern.

Procedure for Indemnification. Promptly after receipt by an indemnified party under Section 7.1 9.2 or 7.2 hereof 9.3 of notice of the commencement of any action or assertion of any claimaction, such indemnified party shall, 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 or assertion thereof, but the failure so to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party except to the extent the indemnifying party demonstrates that the defense of such action is materially prejudiced thereby. If In case any such action shall be brought against an indemnified party and it shall give written notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party and, after notice from party. If the indemnifying party to such indemnified party of its election so elects to assume the defense of such action, the indemnified party 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 shall be entitled to assume the defense of such action 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 shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one indemnified party, the indemnifying party shall not be liable responsible for paying for more than one separate firm of attorneys to such indemnified party under such Section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation. If an indemnifying party assumes the defense of such an action: (a) no compromise or settlement thereof may be effected by the indemnifying party without represent the indemnified party's consent which shall not be unreasonably withheld unless (i) there is no finding or admission of any violation of law or any violation parties, regardless of the rights number of any person and no effect on any other claims that may be made against the indemnified party and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (b) the parties. The indemnifying party shall have no liability with respect to any compromise or settlement thereof of any action effected without its consent. If notice is given to an indemnifying party of the commencement of any action and it 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 thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliates other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action at its cost or expense, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld).

Procedure for Indemnification. Promptly after receipt by an indemnified party under Section 7.1 or 7.2 hereof of notice of the commencement of any action or assertion of any claimaction, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Sectionsection, give notice to the indemnifying party of the commencement or assertion thereof, but the failure so to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party except to the extent the indemnifying party demonstrates that the defense of such action by the indemnifying party is materially prejudiced thereby. If In case any such action shall be brought against an indemnified party and it shall give notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof with counsel reasonable satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such Section section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation. , If an indemnifying party assumes assume the defense of such an action: , (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party's consent (which shall not be unreasonably withheld unreasonable withheld) unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person which is not fully remedied by the payment referred to in clause (ii) and no adverse effect on any other claims that may be made against the indemnified party and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and , (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consentconsent (which shall not be reasonably withheld) and (c) the indemnified party will reasonable cooperate with the indemnifying party in the defense of such action. If notice is given to an indemnifying party of the commencement of any action and it does not, within ten (10) business 15 days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines determined in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliates affiliated other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action at its cost or expenseaction, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld).

Procedure for Indemnification. Promptly after receipt by an (a) 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 7.1 or 7.2 hereof of shall give written notice of the commencement of any action or assertion of any claim, to such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Section, give notice effect to the indemnifying party of the commencement or assertion promptly upon becoming aware thereof, but the failure so to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party except to the extent the indemnifying party demonstrates that the defense of . In such action is materially prejudiced thereby. If any such action shall be brought against an indemnified party and it shall give notice to the indemnifying party of the commencement thereofevent, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, to assume full control of the defense thereof with and hire counsel (which counsel shall be reasonably satisfactory to the indemnified party) to defend any such indemnified party anddemand, after notice from claim or lawsuit (provided, however, that the failure to give such Notice shall not relieve the indemnifying party to such 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 election so to assume own counsel at the defense thereof, cost and expense of the indemnifying party. In the event that the indemnifying party shall not be liable fail to such respond within 20 days after receipt of the notice from the indemnified party under of any such Section for any fees of other counsel demand, claim or any other expenseslawsuit, in each case subsequently incurred by such then the indemnified party in connection with the defense thereof, other than reasonable costs of investigation. If an indemnifying party assumes may retain counsel and conduct the defense of such an action: (a) no compromise demand, claim or settlement thereof lawsuit, as it may be effected by the indemnifying party without the indemnified party's consent which shall not be unreasonably withheld unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person and no effect on any other claims that may be made against the indemnified party and (ii) in its sole discretion deem proper, at the sole relief provided is monetary damages that are paid in full by cost and expense of the indemnifying party; and. (b) the indemnifying party With regard to claims of third parties for which indemnification is payable hereunder, such indemnification shall have no liability with respect to any compromise be paid in advance of settlement or settlement final adjudication thereof effected without its consent. If notice is given to an indemnifying party on a current basis within 30 days of the commencement of any action and it does not, within ten (10) business days after the indemnified party's notice is given, give notice to receipt from the indemnified party of its election to assume the defense thereof, such supporting documentation as the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliates other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action at its cost or expense, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld)reasonably request.

Procedure for Indemnification. Promptly after After receipt by an indemnified party under Section 7.1 11.1, Section 11.2 or 7.2 hereof Section 11.3 of notice of the commencement of any action or assertion of any claimaction, such indemnified party shall, 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 or assertion thereof, but the . The failure so to promptly notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party except with respect to such action; provided that, to the extent that any such failure to provide prompt notice is responsible for an increase in the indemnity obligations of the indemnifying party, the indemnifying party demonstrates that the defense of shall not be responsible for any such action is materially prejudiced therebyincrease. If In case any such action shall be brought against an indemnified party and it shall give written notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party and, after notice from party. If the indemnifying party to such indemnified party of its election so elects to assume the defense of such action, the indemnified party 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 shall be entitled to assume the defense of such action 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 (i) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the indemnifying party and the indemnified party or (ii) such action could reasonably be expected to result in the imposition of criminal liability, the indemnifying party shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one indemnified party and it is practical for all such parties to be represented by common counsel, the indemnifying party shall not be liable responsible for paying for more than one separate firm of attorneys to such represent the indemnified party under such Section for any fees parties, regardless of other counsel or any other expenses, in each case subsequently incurred by such the number of indemnified party in connection with the defense thereof, other than reasonable costs of investigationparties. If an the indemnifying party assumes elects to assume the defense of such an action: , (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party's ’s written consent (which shall not be unreasonably withheld withheld) unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person and no effect on any other claims that may be made against the indemnified party and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and party and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent. If notice is given to an indemnifying party of the commencement of any action and it 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 thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliates other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action at its cost or expense, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld)) unless the indemnifying party has failed to defend such indemnified party against such action.

Procedure for Indemnification. Promptly after receipt by an indemnified party under Section 7.1 or 7.2 hereof of notice of the commencement of any action or assertion of any claim, such indemnified party shall, 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 or assertion thereof, but the failure so to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party except to the extent the indemnifying party demonstrates that the defense of such action is materially prejudiced thereby. If any such action shall be brought against an indemnified party and it shall give notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof with counsel satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such Section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation. If an indemnifying party assumes the defense of such an action: (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party's consent which shall not be unreasonably withheld unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person and no effect on any other claims that may be made against the indemnified party and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent. If notice is given to an indemnifying party of the commencement of any action and it 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 thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliates other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action at its cost or expense, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld). Purchaser and Seller shall indemnify and hold harmless the management of the Purchaser at the time of Closing for any Sales Tax Liability as was stated in the books and records of the Purchaser at the date of Closing.

Procedure for Indemnification. Promptly after receipt by an indemnified a party under Section 7.1 or 7.2 hereof of hereto (hereinafter the "Indemnified Party") has received notice of or has knowledge of any claim by a person not a party to this Agreement ("Third Person") or the commencement of any action or assertion of any claimproceeding by a Third Person, such indemnified party the Indemnified Party shall, if as a condition precedent to a claim in with respect thereof is to be thereto being made against an indemnifying any party under such Sectionobligated to provide indemnification pursuant to this Agreement (hereinafter the "Indemnifying Party"), give the Indemnifying Party written notice to the indemnifying party of such claim or the commencement or assertion thereof, but the failure so to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party except to the extent the indemnifying party demonstrates that the defense of such action is materially prejudiced therebyor proceeding (the "Notice"). If any The Notice shall state the nature and the basis of such action shall be brought against an indemnified party claim and it shall give notice to the indemnifying party a reasonable estimate of the commencement amount thereof. The Indemnifying Party, after receipt of the indemnifying party Notice, shall be entitled to participate therein anddefend and settle, to at its own expense and by its own counsel, each such matter so long as the extent that it Indemnifying Party pursues the same diligently and in good faith and the claim does not involve injunctive or equitable relief or involve the possibility of criminal penalties. The Indemnified Party shall wish, to assume cooperate with the Indemnifying Party and its counsel in the defense thereof with counsel satisfactory to such indemnified party andand in any settlement thereof. Such cooperation shall include, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party but shall not be liable to such indemnified party under such Section for limited to, furnishing the Indemnifying Party with any fees of other counsel books, records or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation. If an indemnifying party assumes the defense of such an action: (a) no compromise or settlement thereof may be effected information reasonably requested by the indemnifying party without the indemnified party's consent which shall not be unreasonably withheld unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person and no effect on any other claims that may be made against the indemnified party and (ii) the sole relief provided is monetary damages Indemnifying Party that are paid in full by the indemnifying party; and (b) the indemnifying party shall have no liability with respect to any compromise Indemnified Party's possession or settlement thereof effected without its consent. If notice is given to an indemnifying party of the commencement of any action and it 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 thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified partycontrol. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliates other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume Indemnified Party shall have the exclusive right to defend, compromise or settle such action participate in any matter through counsel of its own choosing at its cost or own expense, but provided that the indemnifying party Indemnifying Party's counsel shall always be lead counsel and shall determine all litigation and settlement steps, strategy and the like. After the Indemnifying Party has received the Notice, the Indemnifying Party shall not be bound liable for any additional legal expenses incurred by the Indemnified Party in connection with any determination of an action so defended or any compromise defense or settlement thereof effected without of such asserted liability, except to the extent such participation is requested by the Indemnifying Party, in which event the Indemnified Party shall be reimbursed by the Indemnifying Party for reasonable additional legal expenses, out-of-pocket and allocable share of employee compensation incurred in connection with such participation for any employee whose participation is so requested. The foregoing notwithstanding, if the Indemnifying Party fails diligently to defend any such matter to which the Indemnified Party is entitled to indemnification hereunder or if the claim involves injunctive or equitable relief or involves the possibility of criminal penalties, the Indemnified Party may undertake such defense through counsel of its choice and at the Indemnifying Party's expense. In each case where the Indemnifying Party is obligated to pay the costs and expenses of the Indemnified Party, the Indemnifying Party shall pay the costs and expenses of the Indemnified Party as such costs and expenses are incurred. If the Indemnifying Party desires to accept a final and complete settlement of any such Third Person claim and the Indemnified Party refuses to consent (to such settlement, then the Indemnifying Party's liability under this Section with respect to such Third Person claim shall be limited to the amount so offered in settlement by said Third Person and the Indemnified Party shall reimburse the Indemnifying Party for any additional costs of defense which shall not be unreasonably withheld)it subsequently incurs with respect to such claim.

Procedure for Indemnification. Promptly after receipt by an indemnified party under Section 7.1 10.2 or 7.2 hereof 10.3 of notice of the commencement of any action or assertion of any claimaction, such indemnified party shall, 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 or assertion thereof, but the failure so to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party except to the extent the indemnifying party demonstrates that the defense of such action is materially prejudiced thereby. If In case any such action shall be brought against an indemnified party and it shall give written notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party and, after notice from party. If the indemnifying party to such indemnified party of its election so elects to assume the defense of such action, the indemnified party 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 shall be entitled to assume the defense of such action 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 shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one indemnified party, the indemnifying party shall not be liable responsible for paying for more than one separate firm of attorneys to such represent the indemnified party under such Section for any fees parties, regardless of other counsel or any other expenses, in each case subsequently incurred by such the number of indemnified party in connection with the defense thereof, other than reasonable costs of investigationparties. If an the indemnifying party assumes elects to assume the defense of such an action: , (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party's written consent (which shall not be unreasonably withheld withheld) unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person and no effect on any other claims that may be made against the indemnified party and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and party and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent. If notice is given to an indemnifying party of the commencement of any action and it 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 thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliates other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action at its cost or expense, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld).

Procedure for Indemnification. Promptly after receipt by an indemnified party A Party (the “Indemnitee”) that intends to claim indemnification under Section Sections 7.1 or 7.2 hereof shall promptly notify the other Party (the “Indemnitor”) of any claim, demand, action or other proceeding for which the Indemnitee intends to claim such indemnification. The Indemnitor shall have the right to participate in, and to the extent the Indemnitor so desires, to assume the defense thereof with counsel selected by the Indemnitor; provided, however, that the Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitor, if representation of the Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between the Indemnitee and any other Party represented by such counsel in such proceeding. The indemnity obligations under Sections 7.1 and 7.2 shall not apply to amounts paid in settlement of any claim, demand, action or other proceeding if such settlement is effected without the prior express written consent of the Indemnitor, which consent shall not be unreasonably withheld or delayed. The failure to deliver notice to the Indemnitor within a reasonable time after notice of any such claim or demand, or the commencement of any such action or assertion other proceeding, if prejudicial to its ability to defend such claim, demand, action or other proceeding, shall relieve such Indemnitor of any claimliability to the Indemnitee under Sections 7.1 and 7.2 with respect thereto, such indemnified party shall, if a claim in respect thereof is but the omission so to be made against an indemnifying party under such Section, give deliver notice to the indemnifying party of the commencement or assertion thereof, but the failure so to notify the indemnifying party Indemnitor shall not relieve it of any liability that it may have to any indemnified party except the Indemnitee otherwise than under Sections 7.1 and 7.2. The Indemnitor may not settle or otherwise consent to the extent the indemnifying party demonstrates that the defense of such action is materially prejudiced thereby. If an adverse judgment in any such claim, demand, action shall be brought against an indemnified party and it shall give notice to or other proceeding that diminishes the indemnifying party rights or interests of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof with counsel satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such Section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation. If an indemnifying party assumes the defense of such an action: (a) no compromise or settlement thereof may be effected by the indemnifying party Indemnitee without the indemnified party's prior express written consent of the Indemnitee, which consent shall not be unreasonably withheld unless (i) there is no finding or admission delayed. The Indemnitee, its employees and agents shall reasonably cooperate with the Indemnitor and its legal representatives in the investigation and defense of any violation of law or any violation of the rights of any person and no effect on any other claims that may be made against the indemnified party and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent. If notice is given to an indemnifying party of the commencement of any action and it does notclaim, within ten (10) business days after the indemnified party's notice is givendemand, give notice to the indemnified party of its election to assume the defense thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected other proceeding covered by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliates other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action at its cost or expense, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld)this Section 7.3.

Procedure for Indemnification. Promptly after receipt by an indemnified party party, under Section 7.1 5(a) or 7.2 hereof 5(b), of notice of the commencement of any action or assertion of any claimaction, such the indemnified party shallshall 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 any of these Sections; but the omission of such Section, give notice to shall not relieve the indemnifying party of from liability which it may have to the commencement or assertion thereofindemnified party under this Section 5, but except to the failure so to notify extent that the indemnifying party is actually prejudiced in any material respect by such failure to give notice, and shall not relieve it of the indemnifying party from any liability that which it may have to any indemnified party except to otherwise than under this Section 5. In case the extent the indemnifying party demonstrates event that the defense of such an action is materially prejudiced thereby. If any such action shall be brought against an the indemnified party and it shall give notice to such indemnified party notifies the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein andin, and to the extent that it shall wishchooses, to assume the defense thereof with counsel reasonably satisfactory to such the indemnified party andparty, and after notice from the indemnifying party to such the indemnified party of its election that it so to assume the defense thereofchooses, the indemnifying party shall not be liable to such indemnified party under such Section for any fees of legal or other counsel or any other expenses, in each case expenses subsequently incurred by such the indemnified party in connection with the defense thereof; provided however, other than reasonable costs of investigation. If an indemnifying party assumes the defense of such an action: that (ai) no compromise or settlement thereof may be effected by if the indemnifying party without fails to take reasonable steps necessary to defend diligently the indemnified party's consent which shall not be unreasonably withheld unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person and no effect on any other claims that may be made against claim within 20 days after receiving notice from the indemnified party and that the indemnified party believes it has failed to do so, or (ii) if the sole relief provided indemnified party who is monetary damages that are paid a defendant in full by the indemnifying party; and (b) any action or proceeding which is also brought against the indemnifying party reasonably shall have no liability with respect to any compromise or settlement thereof effected without its consent. If notice is given to an indemnifying party of the commencement of any action and it does not, within ten (10) business days after the indemnified party's notice is given, give notice concluded that there are legal defenses available to the indemnified party of its election to assume the defense thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliates other than as a result of monetary damages, such indemnified party may, by notice which are not available to the indemnifying party, assume or (iii) if representation of both parties by the exclusive same counsel is otherwise inappropriate under applicable standards of professional conduct, the indemnified party shall have the right to defend, compromise assume or settle such action at continue its cost or expense, but own defense as set forth above. In no event shall the indemnifying party shall not be bound by any determination responsible for more than one firm of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld)counsel for all indemnified parties.

Procedure for Indemnification. Promptly after receipt by an indemnified party under Section 7.1 or 7.2 9.1or 9.2 hereof of notice of the commencement of any action or assertion of any claim, such indemnified party shall, 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 or assertion thereof, but the failure so to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party except to the extent the indemnifying party demonstrates that the defense of such action is materially prejudiced thereby. If any such action shall be brought against an indemnified party and it shall give notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof with counsel satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such Section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation. If an indemnifying party assumes the defense of such an action: (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party's consent which shall not be unreasonably withheld unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person and no effect on any other claims that may be made against the indemnified party and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent. If notice is given to an indemnifying party of the commencement of any action and it 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 thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliates other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action at its cost or expense, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld).

Procedure for Indemnification. Promptly after receipt by an indemnified party under Section 7.1 10.2, 10.3 or 7.2 hereof 10.4 of notice of the commencement of any action or assertion of any claimaction, such indemnified party shall, if a claim for indemnification in respect thereof is to be made against an indemnifying party under such Section, give written notice to the indemnifying party of the commencement or assertion thereof, but the failure so to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party except to the extent the indemnifying party demonstrates that the defense of such action is materially prejudiced thereby. If In case any such action shall be brought against an indemnified party and it shall give written notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party and, after notice from party. If the indemnifying party to such indemnified party of its election so elects to assume the defense of such action, the indemnified party 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 shall be entitled to assume the defense of such action 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 shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one indemnified party, the indemnifying party shall not be liable responsible for paying for more than one separate firm of attorneys to such indemnified party under such Section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation. If an indemnifying party assumes the defense of such an action: (a) no compromise or settlement thereof may be effected by the indemnifying party without represent the indemnified party's consent which shall not be unreasonably withheld unless (i) there is no finding or admission of any violation of law or any violation parties, regardless of the rights number of any person and no effect on any other claims that may be made against the indemnified party and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (b) the parties. The indemnifying party shall have no liability with respect to any compromise or settlement thereof of any action effected without its consent. If notice is given to an indemnifying party of the commencement of any action and it 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 thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliates other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action at its cost or expense, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld).

Procedure for Indemnification. Promptly after receipt by Any party entitled to indemnification under this Article IX (an indemnified party under Section 7.1 or 7.2 hereof of notice of the commencement of any action or assertion of any claim, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Section, "Indemnified Party") will give written notice to the indemnifying party of the commencement or assertion thereofany matters giving rise to a claim for indemnification; provided, but that the failure so of any party entitled to notify indemnification hereunder to give notice as provided herein shall not relieve the indemnifying party shall not relieve it 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 is actually prejudiced by such action failure to give notice. In case any action, proceeding or claim is materially prejudiced thereby. If any such action shall be brought against an indemnified party and it shall give notice to the indemnifying party Indemnified Party in respect of the commencement thereofwhich indemnification is sought hereunder, the indemnifying party shall be entitled to participate therein in and, unless in the reasonable judgment of counsel to the extent that Indemnified Party a conflict of interest between it shall wishand the indemnifying party may exist with respect of such action, proceeding or claim, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party and, after notice from 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 indemnified party 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 to assume the defense thereofof 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 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 defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the Indemnified Party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. The indemnifying party shall not be liable to such indemnified party under such Section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation. If an indemnifying party assumes the defense of such an action: (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party's consent which shall not be unreasonably withheld unless (i) there is no finding or admission of any violation of law action, claim or any violation of the rights of any person and no effect on any other claims that may be made against the indemnified party and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof proceeding effected without its prior written consent. If notice is given to an indemnifying party of the commencement of any action and it does not, within ten (10) business days after the indemnified party's notice is given, give notice Notwithstanding anything in this Article IX to the indemnified party of its election to assume the defense thereofcontrary, the indemnifying party 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 an unconditional term thereof, the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such claim. The indemnity agreements contained herein shall be bound by in addition to (a) any determination made in such cause of action or any compromise or settlement thereof effected by similar rights of the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliates other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action at its cost or expense, but Indemnified Party against the indemnifying party shall not or others, and (b) any liabilities the indemnifying party may be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld)subject to.

Procedure for Indemnification. Promptly after receipt by Any party entitled to ------------------------------- indemnification under this Article 9 (an indemnified party under Section 7.1 or 7.2 hereof of notice of the commencement of any action or assertion of any claim, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Section, "Indemnified Party") will give written notice to the indemnifying party of the commencement or assertion thereofany matters giving rise to a claim for indemnification; provided, but that the failure so of any party entitled to notify indemnification hereunder to give notice as provided herein shall not relieve the indemnifying party shall not relieve it of any liability that it may have to any indemnified party its obligations under this Article 9 except to the extent that the indemnifying party demonstrates that the defense of is actually prejudiced by such action failure to give notice. In case any action, proceeding or claim is materially prejudiced thereby. If any such action shall be brought against an indemnified party and it shall give notice to the indemnifying party Indemnified Party in respect of the commencement thereofwhich indemnification is sought hereunder, the indemnifying party shall be entitled to participate therein in and, unless in the reasonable judgment of counsel to the extent that Indemnified Party a conflict of interest between it shall wishand the indemnifying party may exist with respect of such action, proceeding or claim, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party and, after notice from the Indemnified Party. In the event that the indemnifying party advises an Indemnified Party that it will not contest such a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notify, in writing, such indemnified party 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 to assume the defense thereofof 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 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 defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the Indemnified Party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. The indemnifying party shall not be liable to such indemnified party under such Section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation. If an indemnifying party assumes the defense of such an action: (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party's consent which shall not be unreasonably withheld unless (i) there is no finding or admission of any violation of law action, claim or any violation of the rights of any person and no effect on any other claims that may be made against the indemnified party and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected proceeding affected without its prior written consent. If notice is given to an indemnifying party of the commencement of any action and it does not, within ten (10) business days after the indemnified party's notice is given, give notice Notwithstanding anything in this Article 9 to the indemnified party of its election to assume the defense thereofcontrary, the indemnifying party 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 an unconditional term thereof, the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such claim. The indemnity agreements contained herein shall be bound by in addition to (a) any determination made in such cause of action or any compromise or settlement thereof effected by similar rights of the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliates other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action at its cost or expense, but Indemnified Party against the indemnifying party shall not or others, and (b) any liabilities the indemnifying party may be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld)subject to.

Procedure for Indemnification. Promptly after receipt by an In the event that any Person not party to this Agreement shall make any demand or claim or file or threaten to file or continue any lawsuit, arbitration or similar proceeding against any Buyer Indemnified Party or Seller Indemnified Party, which demand, claim or lawsuit may result in a Loss (“Claim”), the indemnified party under Section 7.1 or 7.2 hereof of notice of the commencement of any action or assertion of any claim, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Section, shall give written notice to the indemnifying party of the commencement or assertion thereof, but the failure so to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party except to the extent the indemnifying party demonstrates that the defense (“Notice”) promptly upon becoming aware of such action is materially prejudiced therebymatter. If any In such action shall be brought against an indemnified party and it shall give notice to the indemnifying party event, within twenty (20) days after receipt of the commencement thereofNotice, the indemnifying party shall be entitled have the right, at its sole cost and expense, to participate therein andassume full control of the defense thereof and to hire counsel reasonably satisfactory to the indemnified party to defend any Claim (however, the failure to give Notice shall not relieve the indemnifying party of its obligations hereunder unless, and only to the extent that that, such failure caused any Loss with respect thereto to be greater than it shall wishwould have been had prompt notice been given). Thereafter, to assume the defense thereof with counsel satisfactory to such indemnified party and, after notice from may participate in such defense at its sole cost and expense. If both the indemnifying party to such and the indemnified party of its election so to assume the defense thereof, are named and/or impleaded parties in any such proceeding and the indemnifying party shall not proposes that the same counsel represent both parties and such representation by the same counsel would be liable inappropriate due to such actual or potential differing interests, then the indemnified party under 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 fails to respond within twenty (20) days after receipt of the Notice of any such Section for any fees of other counsel or any other expensesClaim, in each case subsequently incurred by such then the indemnified party in connection with the defense thereof, other than reasonable costs of investigation. If an indemnifying party assumes may retain counsel and conduct the defense of such an action: (a) no compromise or settlement thereof Claim, as it may be effected by the indemnifying party without the indemnified party's consent which shall not be unreasonably withheld unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person and no effect on any other claims that may be made against the indemnified party and (ii) in its sole discretion deem proper, at the sole relief provided is monetary damages that are paid in full by cost and defense of the indemnifying party; and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent. If notice is given to an indemnifying party of the commencement of any action and it 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 thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliates other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action at its cost or expense, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld).

Procedure for Indemnification. Promptly after receipt by an indemnified party under Section 7.1 or 7.2 hereof 12.1 of notice of the commencement of any action or assertion of any claimaction, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Sectionsection, give notice to the indemnifying party of the commencement or assertion thereof, but the failure so to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party except to the extent the indemnifying party demonstrates that the defense of such action is materially prejudiced thereby. If In case any such action shall be brought against an indemnified party and it shall promptly give notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, within ten Business Days of receipt of such notice, to assume the defense thereof with counsel of its choice and reasonably satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such Section section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation. If an indemnifying party assumes the defense of such an action: , (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party's consent which shall not be unreasonably withheld unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person the indemnified party and no effect on any other claims that may be made against the indemnified party and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and party and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consentconsent (which shall not be unreasonably withheld). If notice is given to an indemnifying party of the commencement of any action and it does not, within ten (10) business days Business Days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliates Affiliates other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action at its cost or expenseaction, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld).

Procedure for Indemnification. Promptly after receipt by an indemnified party party, under Section 7.1 5(a) or 7.2 hereof 5(b), of notice of the commencement of any action or assertion of any claimaction, such the indemnified party shallshall 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 any of these Sections; but the omission of such Section, give notice to shall not relieve the indemnifying party of from liability which it may have to the commencement or assertion thereofindemnified party under this Section 5, but except to the failure so to notify extent that the indemnifying party is actually prejudiced in any material respect by such failure to give notice, and shall not relieve it of the indemnifying party from any liability that which it may have to any indemnified party except to otherwise than under this Section 5. In the extent the indemnifying party demonstrates event that the defense of such an action is materially prejudiced thereby. If any such action shall be brought against an the indemnified party and it shall give notice to such indemnified party notifies the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein andin, and to the extent that it shall wishchooses, to assume the defense thereof with counsel reasonably satisfactory to such the indemnified party andparty, and after notice from the indemnifying party to such the indemnified party of its election that it so to assume the defense thereofchooses, the indemnifying party shall not be liable to such indemnified party under such Section for any fees of legal or other counsel or any other expenses, in each case expenses subsequently incurred by such the indemnified party in connection with the defense thereof; provided however, other than reasonable costs of investigation. If an indemnifying party assumes the defense of such an action: that (ai) no compromise or settlement thereof may be effected by if the indemnifying party without fails to take reasonable steps necessary to defend diligently the indemnified party's consent which shall not be unreasonably withheld unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person and no effect on any other claims that may be made against claim within 20 days after receiving notice from the indemnified party and that the indemnified party believes it has failed to do so, or (ii) if the sole relief provided indemnified party who is monetary damages that are paid a defendant in full by the indemnifying party; and (b) any action or proceeding which is also brought against the indemnifying party reasonably shall have no liability with respect to any compromise or settlement thereof effected without its consent. If notice is given to an indemnifying party of the commencement of any action and it does not, within ten (10) business days after the indemnified party's notice is given, give notice concluded that there are legal defenses available to the indemnified party of its election to assume the defense thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliates other than as a result of monetary damages, such indemnified party may, by notice which are not available to the indemnifying party, assume or (iii) if representation of both parties by the exclusive same counsel is otherwise inappropriate under applicable standards of professional conduct, the indemnified party shall have the right to defend, compromise assume or settle such action at continue its cost or expense, but own defense as set forth above. In no event shall the indemnifying party shall not be bound by any determination responsible for more than one firm of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld)counsel for all indemnified parties.

Procedure for Indemnification. Promptly after receipt by an indemnified party under Section 7.1 or 7.2 hereof 7(a) above, of notice of the commencement of any action or assertion of any claimaction, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Sectionsection, give notice to the indemnifying party of the commencement or assertion thereof, but the failure so to notify the indemnifying party shall not relieve receive it of any liability that it may have to any indemnified party except to the extent the indemnifying party demonstrates that the defense of such action by the indemnifying party is materially prejudiced thereby. If In case any such action shall be brought against an indemnified party and it shall give notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof with counsel reasonable satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such Section section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation. , If an indemnifying party assumes assume the defense of such an action: , (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party's consent (which shall not be unreasonably withheld unreasonable withheld) unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person which is not fully remedied by the payment referred to in clause (ii) and no adverse effect on any other claims that may be made against the indemnified party and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and , (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consentconsent (which shall not be reasonably withheld) and (c) the indemnified party will reasonable cooperate with the indemnifying party in the defense of such action. If notice is given to an indemnifying party of the commencement of any action and it does not, within ten (10) business 15 days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines determined in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliates affiliated other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action at its cost or expenseaction, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld).

Procedure for Indemnification. Promptly after receipt by an indemnified party under this Section 7.1 or 7.2 hereof 9 of notice of the commencement of any an action or assertion of any claimclaim to which either such Section may apply, such the indemnified party shall, shall notify the indemnifying party in writing of the commencement of such action or claim if a claim for indemnification in respect thereof is to of such action or claim may be made against an the indemnifying party under either such Section, give notice to the indemnifying party of the commencement or assertion thereof, ; but the failure omission so to notify the indemnifying party shall not relieve it of the indemnifying party from any liability that it which the indemnifying party may have to any the indemnified party under either such Section (except to the extent where such omission shall have materially prejudiced the indemnifying party demonstrates that the defense of such action is materially prejudiced therebyparty) or otherwise. If In case any such action or claim shall be brought against an indemnified party and it the indemnified party shall give notice to notify the indemnifying party of the commencement thereofof such action or claim, the indemnifying party shall be entitled to participate therein in such action or claim and, to the extent that it shall wishthe indemnifying party may desire, to assume the portion of the defense thereof of such action or claim with respect to which the indemnifying party has an indemnification obligation hereunder with counsel satisfactory to such selected by the indemnifying party and approved by the indemnified party and, after party. After notice from the indemnifying party to such the indemnified party of its the indemnifying party’s election so to assume the defense of such action or claim, or the applicable portion thereof, the indemnifying party shall not be liable to such the indemnified party under such Section for any legal, accounting, and other fees of other counsel or any other expenses, in each case and expenses subsequently incurred by such the indemnified party in connection with the defense thereof, of such action or claim other than reasonable costs of investigation. If an indemnifying party assumes the defense of such an action: (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party's consent which shall not be unreasonably withheld unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person and no effect on any other claims that may be made against the indemnified party and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent. If notice is given to an indemnifying party of the commencement of any action and it 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 thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliates other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action at its cost or expense, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld).

Procedure for Indemnification. Promptly after receipt by an indemnified party under Section 7.1 or 7.2 hereof of notice of the commencement of In case any action or assertion of shall be brought against any claimIndemnified Party with respect to which indemnity may be sought against the Company hereunder, such indemnified party Indemnified Party shall promptly notify the Company in writing and it shall, if a claim in respect thereof is to be made against an indemnifying party under such Sectionit so desires, give notice to assume the indemnifying party of the commencement or assertion defense thereof, but including the employment of counsel reasonably satisfactory to such Indemnified Party and payment of all reasonable fees and expenses. The failure to so to notify the indemnifying party Company shall not relieve it of affect any liability that obligation it may have to any indemnified party Indemnified Party under this letter or otherwise except to the extent the indemnifying party demonstrates Company is materially adversely affected by such failure. Each Indemnified Party shall have the right to employ separate counsel in such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless: (i) the Company has agreed in writing to pay such expenses; or (ii) the Company has failed to assume the defense and employ counsel or (iii) the named parties to any such action (including any impleaded parties) include any Indemnified Party and the Company, and such Indemnified Party shall have been advised by counsel that there may be one or more legal defenses available to it which are inconsistent with or additional to those available to the Company, PROVIDED that, if such Indemnified Party notifies the Company in writing that it elects to employ separate counsel in the circumstances described in clauses (i), (ii) or (iii) above, the Company shall not have the right to assume the defense of such action is materially prejudiced therebyor proceeding. If any such action shall be brought against an indemnified party and it shall give notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof with counsel satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party The Company shall not be liable to such indemnified party under such Section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation. If an indemnifying party assumes the defense of such an action: (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party's consent which shall not be unreasonably withheld unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person and no effect on any other claims that may be made against the indemnified party and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected such action affected without its consent. If notice is given to an indemnifying party of the commencement of any action and it 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 thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliates other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action at its cost or expense, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld). The Company agrees that it will not, without the Indemnified Party's prior consent, which shall not be unreasonably withheld, settle or compromise any pending or threatened claim, action or suit in respect of which indemnification or contribution may be sought hereunder unless the foregoing contains an unconditional release of the Indemnified Parties from all liability and obligation arising therefrom.

Procedure for Indemnification. Promptly The party that is entitled to be indemnified hereunder (the “Indemnified Party”) by the party required to indemnify hereunder (the “Indemnifying Party”) shall follow the procedures set forth below. (a) The Indemnified Party will promptly give notice hereunder to the Indemnifying Party after receipt by an indemnified party under Section 7.1 or 7.2 hereof of obtaining notice of any claim as to which recovery may be sought against the commencement Indemnifying Party. However, the right to indemnification hereunder will not be affected by any delay in or failure of an Indemnified Party to give any action or assertion of any claimnotice, such indemnified party shallunless, 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 or assertion thereof, but the failure so to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party except and then only to the extent that, the indemnifying rights and remedies of the Indemnifying Party will have been prejudiced as a result of the failure to give, or delay in giving, notice. (b) If the indemnity claim arises from the claim of a third-party demonstrates that who is not then doing business with the Buyer, the Indemnified Party will permit the Indemnifying Party to assume the defense of any such claim and any litigation resulting from such claim. If the Indemnifying Party fails to notify an Indemnified Party of its election to defend any such claim or action by a third party with respect to which it has the option to defend within 30 days after the Indemnifying Party receives notice of such claim or action, then the Indemnifying Party will be deemed to have waived its right to defend such claim or action. If the Indemnifying Party assumes the defense of a third-party claim, the obligations of the Indemnifying Party as to such claim will include taking all steps necessary in the defense or settlement of such claim or litigation and holding the Indemnified Party harmless from and against any and all damages caused by or arising out of any settlement approved by the Indemnifying Party or any judgment in connection with such claim or litigation. The Indemnifying Party shall not, in the defense of such action is materially prejudiced therebyclaim or any litigation resulting therefrom, consent to entry of any judgment (other than a judgment of dismissal on the merits without costs) except with the written consent of the Indemnified Party, or enter into any settlement (except with the written consent of the Indemnified Party) which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such claim or litigation. If The non-defending party may, with counsel of its choice and at its expense, participate in the defense of any such action shall be brought claim or litigation. (c) Subject to Section 7.5, the Indemnified Party may defend against an indemnified party and such claim or litigation in such manner as it shall give notice deems appropriate. Unless the Indemnifying Party deposits with the Indemnified Party a sum equivalent to the indemnifying party total amount demanded in such claim or litigation plus the Indemnified Party’s estimate of the commencement thereofcosts of defending the same, the indemnifying party shall be entitled to participate therein andIndemnified Party may settle such claim or litigation on such terms as it may deem appropriate and the Indemnifying Party will promptly pay or reimburse the Indemnified Party for all expenses in defending any claim, to for the extent that it shall wishamount of any settlement, to assume the defense thereof with counsel satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such Section and for any fees of other counsel or any other expenses, in each case subsequently all damages incurred by such indemnified party the Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. If an indemnifying party assumes the defense of such an action: (a) no compromise claim or settlement thereof may be effected by the indemnifying party without the indemnified party's consent which shall not be unreasonably withheld unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person and no effect on any other claims that may be made against the indemnified party and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent. If notice is given to an indemnifying party of the commencement of any action and it 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 thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliates other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action at its cost or expense, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld)litigation.

Procedure for Indemnification. Promptly after receipt by an indemnified party under Section 7.1 or 7.2 hereof of notice of the commencement of any action or assertion of any claim, such indemnified party shall, 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 or assertion thereof, but the failure so to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party except to the extent the indemnifying party demonstrates that the defense of such action is materially prejudiced thereby. If any such action shall be brought against an indemnified party and it shall give notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof with counsel satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such Section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation. If an indemnifying party assumes the defense of such an action: (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party's ’s consent which shall not be unreasonably withheld unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person and no effect on any other claims that may be made against the indemnified party and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent. If notice is given to an indemnifying party of the commencement of any action and it does not, within ten (10) business days after the indemnified party's ’s notice is given, give notice to the indemnified party of its election to assume the defense thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliates other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action at its cost or expense, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld).

Procedure for Indemnification. Promptly after receipt by an indemnified For purposes of this Section 6.3, the party under entitled to indemnification shall be known as the "Injured Party" and the party required to indemnify shall be known as the "Other Party." If the Other Party shall be obligated to the Injured Party pursuant to this Section 7.1 6.3 or 7.2 hereof of notice of the commencement of any action or assertion of any claim, such indemnified party shall, if a suit, action, investigation, claim in respect thereof or proceeding is begun, made or instituted as a result of which the Other Party may become obligated to be made against an indemnifying party under such Sectionthe Injured Party hereunder, the Injured Party shall give prompt written notice to the indemnifying party Other Party of the commencement occurrence of such event. The Other Party shall defend, contest or assertion thereofotherwise protect against any suit, action, investigation, claim or proceeding at the Other Party's own cost and expense. The Injured Party shall have the right, but not the failure so obligation, to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party except to the extent the indemnifying party demonstrates that participate at its own expense in the defense thereof by the counsel of such action is materially prejudiced therebyits own choice. If the Other Party fails timely to defend, contest or otherwise protect against any such action suit, action, investigation, claim or proceeding, the Injured Party shall be brought have the right to defend, contest or otherwise protect against an indemnified party the same and it shall give upon ten days' written notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof with counsel satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such Section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation. If an indemnifying party assumes the defense of such an action: (a) no compromise or settlement thereof Other Party may be effected by the indemnifying party without the indemnified party's consent which shall not be unreasonably withheld unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person and no effect on any other claims that may be made against the indemnified party and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (b) the indemnifying party shall have no liability with respect to make any compromise or settlement thereof effected and recover the entire cost thereof from the Other Party including without its consent. If notice is given to an indemnifying party of the commencement of any action limitation, actual attorneys' fees, disbursements and it 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 thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliates other than all amounts paid as a result of monetary damagessuch suit, such indemnified party mayaction, by notice investigation, claim or proceeding or compromise or settlement thereof. In the event the Injured Party elects at any time not to seek or continue to rely on indemnification from the indemnifying partyOther Party with respect to any claim, assume suit, action or proceeding, it shall have the exclusive right to defend, compromise contest or settle such action otherwise protect against the same at its sole cost and expense and the Other Party shall have no liability to the Injured Party in respect of such claim, suit, action or proceeding and no right to defend or participate in the defense of such claim, suit, action or proceeding. Anything to the contrary herein notwithstanding, prior to finally settling any such claim, suit, action or proceeding, the Other Party shall give the Injured Party notice of its intention to settle same and the terms of such proposed settlement. If the Injured Party shall object to such proposed settlement within ten days after its receipt of such notice, then the Injured Party shall thereafter, at its sole expense, but assume the indemnifying party control and defense of such claim, suit, investigation action or proceeding. In such event, the Other Party shall not be bound by any determination relieved from its obligations hereunder but such obligation shall be limited with respect to the amount of an such claim, suit, investigation action so defended or any compromise or settlement thereof effected without its consent (which shall proceeding in the sense that it may not be unreasonably withheld)greater than the amount for which the same could have been settled as proposed by the Other Party and will not be greater than the amount for which it is ultimately resolved. If the Injured Party does not object to the terms of the proposed settlement within the aforesaid ten day period, then the Other Party shall have the right to consummate such proposed settlement upon the terms set forth in the aforesaid notice. Failure to give the Other Party timely notice of any claim, suit, action or proceeding shall in no way relieve such party from its obligation to indemnify the Injured Party except to the extent of losses actually caused to the Other Party by reason of such failure.

Procedure for Indemnification. Promptly after receipt by an indemnified party under Section 7.1 or 7.2 hereof of notice of the commencement of any action or assertion of any claimaction, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Sectionsection, give notice to the indemnifying party of the commencement or assertion thereof, but the failure so to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party except to the extent the indemnifying party demonstrates that the defense of such action is materially prejudiced thereby. If In case any such action shall be brought against an indemnified party and it shall give notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof with counsel satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such Section section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation. If an indemnifying party assumes the defense of such an action: , (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party's consent consent, which shall not be unreasonably withheld unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person and no effect on any other claims that may be made against the indemnified party and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent, which shall not be unreasonably withheld. If notice is given to an indemnifying party of the commencement of any action and it 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 thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliates other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action at its cost or expenseaction, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (consent, which shall not be unreasonably withheld).

Procedure for Indemnification. Promptly after receipt by an indemnified party under Section 7.1 or 7.2 hereof of notice of the commencement of any action or assertion of any claimaction, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Sectionsection, give notice to the indemnifying party of the commencement or assertion thereof, but the failure so to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party except to the extent the indemnifying party demonstrates that the defense of such action by the indemnifying party is materially prejudiced thereby. If In case any such action shall be brought against an indemnified party and it shall give notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof with counsel reasonable satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such Section section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation. , If an indemnifying party assumes assume the defense of such an action: , (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party's ’s consent (which shall not be unreasonably withheld unreasonable withheld) unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person which is not fully remedied by the payment referred to in clause (ii) and no adverse effect on any other claims that may be made against the indemnified party and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and , (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consentconsent (which shall not be reasonably withheld) and (c) the indemnified party will reasonable cooperate with the indemnifying party in the defense of such action. If notice is given to an indemnifying party of the commencement of any action and it does not, within ten (10) business 15 days after the indemnified party's ’s notice is given, give notice to the indemnified party of its election to assume the defense thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines determined in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliates affiliated other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action at its cost or expenseaction, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld).

Procedure for Indemnification. Promptly after receipt by an (a) In the event that any indemnified party under Section 7.1 or 7.2 hereof of receives written notice of the commencement of any action or proceeding, the assertion of any claimclaim by a third party or the imposition of any penalty or assessment for which indemnity may be sought pursuant to this Article VIII (a "Third Party Claim"), and such indemnified party intends to seek indemnity pursuant to this Article VIII, such indemnified party shall promptly provide the indemnifying party with notice of such action, proceeding, claim, penalty or assessment, and such indemnifying party shall, if upon receipt of such notice, be entitled to participate in or, at the indemnifying party's option, assume the defense, appeal or settlement of such action, proceeding, claim, penalty or assessment with respect to which such indemnity has been invoked with counsel selected by it and approved by the indemnified party (such approval not to be unreasonably withheld), and such indemnified party will fully cooperate with the indemnifying party in connection therewith; provided that such indemnified party shall be entitled to employ its own counsel to represent it if, in such indemnified party's reasonable judgment, a claim conflict of interest between the indemnifying party and the indemnified party exists in respect thereof is to be made against of such claim, or if the defendants in, or targets of, any such action or proceeding include both an indemnified party and an indemnifying party under and such Sectionindemnified party shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the indemnifying party, give and in any such event the reasonable fees and expenses of such separate counsel shall be paid by the indemnifying party. In the event that the indemnifying party fails 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 or settle or compromise such action, proceeding, claim, penalty or assessment on behalf of and 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 the indemnified party's prior written consent, unless such settlement or compromise provides solely for the payment of money and provides a complete release of, or dismissal with prejudice of claims against, the indemnified party. If written notice of a Third Party Claim is not provided promptly as required by this Section 8.2(a), the indemnified party shall nonetheless be entitled to indemnification by the indemnifying party except to the extent that the indemnifying party is prejudiced by such late receipt of such written notice. (b) Any indemnifiable claim that is not a Third Party Claim shall be asserted by written notice to the indemnifying party of from the commencement or assertion thereofindemnified party, but the failure so to notify which notice shall be provided promptly after the indemnifying party shall not relieve it becomes aware of any liability that it may have to any indemnified party except to the extent claim. If the indemnifying party demonstrates that the defense of such action is materially prejudiced thereby. If any such action shall be brought against an indemnified party and it shall give notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof with counsel satisfactory does not respond to such indemnified party andnotice within 60 days, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such Section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation. If an indemnifying party assumes the defense of such an action: (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party's consent which shall not be unreasonably withheld unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person and no effect on any other claims that may be made against the indemnified party and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (b) the indemnifying party it shall have no liability with respect to any compromise or settlement thereof effected without its consent. If notice is given to an indemnifying party of the commencement of any action and it 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 thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliates other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive further right to defend, compromise or settle contest the validity of such action at its cost or expense, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld)claim.

Procedure for Indemnification. Promptly after receipt by an indemnified party under Section 7.1 subsections 14.1 or 7.2 hereof 14.2 above, of notice of the commencement of any action action, suit or assertion proceeding or of any claimclaim or other event or occurrence (an "INDEMNIFICATION CLAIM"), such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such this Section, give notice to the indemnifying party of the commencement or assertion thereof, but however, the failure so to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party except to the extent the indemnifying party demonstrates that the defense of such action Indemnification Claim is materially prejudiced thereby. If In case any such action Indemnification Claim shall be brought against an indemnified party and it shall give notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof with counsel satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such Section hereunder for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation. If an indemnifying party assumes the defense of such an action: , (ai) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party's consent (which shall not be unreasonably withheld held) unless (iA) there is no finding or admission of any violation of law or any violation of the rights of any person and no effect on any other claims that may be made against the indemnified party and (iiB) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and party and (bii) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consentconsent (which shall not be unreasonably withheld). If notice is given to an indemnifying party of the commencement of any action action, suit or proceeding comprising an Indemnification Claim, and it 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 thereof, the indemnifying party shall be bound by any determination made in such action action, suit or proceeding, or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliates other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action at its cost or expenseaction, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld).

Procedure for Indemnification. Promptly after receipt by an indemnified party under Section 7.1 or 7.2 hereof 12.1 of notice of the commencement of any action or assertion of any claimaction, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Sectionsection, give notice to the indemnifying party of the commencement or assertion thereof, but the failure so to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party except to the extent the indemnifying party demonstrates that the defense of such action is materially prejudiced thereby. If In case any such action shall be brought against an indemnified party and it shall promptly give notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, within ten Business Days of receipt of such notice, to assume the defense thereof with counsel satisfactory to such indemnified party and, after notice from the 38 47 indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such Section section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation. If an indemnifying party assumes the defense of such an action: , (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party's consent which shall not be unreasonably withheld unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person the indemnified party and no effect on any other claims that may be made against the indemnified party and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and party and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consentconsent (which shall not be unreasonably withheld). If notice is given within ten Business Days to an indemnifying party of the commencement of any action and it 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 thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliates Affiliates other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action at its cost or expenseaction, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld).

Procedure for Indemnification. Promptly after receipt by If a party hereto becomes aware of an indemnified ----------------------------- event which gives rise to a claim for indemnification hereunder, such party under Section 7.1 or 7.2 hereof of shall give the other party prompt notice of the commencement of any action or assertion of any such action, claim, liability, assessment or notice of deficiency received by such indemnified party shallwhich might result in any liability under this provision. Further, any party who may claim a right of indemnification hereunder agrees to refrain from paying, settling or compromising any such claim for which indemnification may be sought without giving notice of same to the other party. If the other party wishes to contest or defend such third party claim, then the party against whom the claim was made shall be obligated to cooperate fully with such party in contesting and preserving all rights with respect to such contest; provided, however, that if the other party does not wish to challenge or contest such third party claim, then the party against whom the claim was being made by settle same on terms and conditions it deems to be the most favorable it can be obtained and then asserting the indemnification claim against the other party hereto. When giving a notice under this provision, a party may specify a time for a response from the other party as to whether such other party wishes to contest or defend such third party claim. Such deadline for response may be established consistent with the facts and circumstances surrounding the situation. If a party hereunder claims indemnification for a claim in respect thereof is to be made against an indemnifying other than a third party under such Sectionclaim, give notice to the indemnifying party of the commencement or assertion thereof, but the failure so to seeking indemnification shall notify the indemnifying party shall not relieve it in writing of any liability that it may have to any indemnified party except to the basis for such claim setting forth the nature and amount of the damages resulting from such claim. To the extent the indemnifying a party demonstrates that the defense of such action is materially prejudiced thereby. If any such action deemed to have ultimately been responsible for indemnification, then interest shall be brought against an indemnified party and it shall give notice deemed to accrue on the indemnifying party unpaid amount of indemnification obligation at the commencement thereofprime rate of interest announced from time to time by Exchange National Bank, such interest to be calculated based on the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof with counsel satisfactory to such indemnified party and, after notice actual number of days elapsed from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such Section for any fees of other counsel or any other expenses, in date each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation. If an indemnifying party assumes the defense of such an action: (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party's consent which shall not be unreasonably withheld unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person indemnification obligation becomes due and no effect on any other claims that may be made against the indemnified party and (ii) the sole relief provided is monetary damages that are owing until paid in full by the indemnifying party; and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent. If notice is given to an indemnifying party of the commencement of any action and it 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 thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliates other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action at its cost or expense, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld)based on 365 day year.

Procedure for Indemnification. Promptly Each party indemnified ----------------------------- under this Section 7.3 shall, promptly after receipt by an indemnified party under Section 7.1 or 7.2 hereof of notice of any claim or the commencement of any action or assertion of any claim, against such indemnified party shall, if a claim in respect thereof is to of which indemnity may be made against an indemnifying party under such Sectionsought, give notice to notify the indemnifying party in writing of the claim or the commencement or assertion thereof, but ; provided that the failure so of the indemnified -------- party to notify the indemnifying party shall not relieve it of the indemnifying party from any liability that which it may have to any an indemnified party except to on account of the extent indemnity agreements contained in this Section 7.3, unless the indemnifying party demonstrates that the defense of such action is was materially prejudiced therebyby such failure, and in no event shall relieve the indemnifying party from any other liability which it may have to such indemnified party. If any such claim or action shall be brought against an indemnified party and party, it shall give notice to notify the indemnifying party of the commencement thereof, thereof and the indemnifying party shall be entitled to participate therein therein, and, to the extent that it shall wishwishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel satisfactory to such the indemnified party and, after party. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such Section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation. If an indemnifying party assumes the defense of such an action: (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party's consent which shall not be unreasonably withheld unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person and no effect on any other claims that may be made against the indemnified party and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent. If notice is given to an indemnifying party of the commencement of any action and it 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 thereofof such claim or action, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliates other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action at its cost or expense, but the indemnifying party shall not be bound 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 7.3.3. for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense 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 determination 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 thereof, it may not agree to any settlement of an any such claim or action so defended 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. In any compromise or settlement action hereunder as to which the indemnifying party has assumed the defense thereof effected without with counsel satisfactory to the indemnified party, the indemnified party shall continue to be entitled to participate in the defense thereof, with counsel of its consent (which own choice, but, except as set forth above, the indemnifying party shall not be unreasonably withheld)obligated hereunder to reimburse the indemnified party for the costs thereof. If the indemnification provided for in this Section 7.3 shall for any reason be unavailable to an indemnified party in respect of any loss, claim, damage or liability, or any action in respect thereof, referred to therein, then each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by such indemnified party as a result of 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, 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 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 contribution from any person who was not guilty of such fraudulent misrepresentation.

Procedure for Indemnification. Promptly after receipt by an indemnified party under Section 7.1 or 7.2 hereof 11.1 of notice of the commencement of any action or assertion of any claimaction, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Sectionsection, give notice to the indemnifying party of the commencement or assertion thereof, but the failure so to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party except to the extent the indemnifying party demonstrates that the defense of such action is materially prejudiced thereby. If In case any such action shall be brought against an indemnified party and it shall promptly give notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof thereof, within thirty Business Days of its receipt of notice from the indemnified party, with counsel satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such Section section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation. If an indemnifying party assumes the defense of such an action: , (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party's consent which shall not be unreasonably withheld unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person the indemnified party and no effect on any other claims that may be made against the indemnified party and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and party and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent. If notice is given to an indemnifying party of the commencement of any action and it 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 thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an the indemnifying party is also a party to a third-party claim and the indemnified party determines in good faith reasonably concludes, based on advice from counsel, that there is a reasonable probability that an action may materially the indemnifying party and adversely affect it or its affiliates other than as a result of monetary damagesindemnified party have conflicting interests with respect to such third-party claim, such then the indemnified party may, by notice to the indemnifying party, party assume the exclusive right to defend, compromise or settle such action at its cost or expenseaction, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld).

Procedure for Indemnification. Promptly after receipt by an indemnified party under Section 7.1 or 7.2 hereof of notice of the commencement of any action or assertion of any claim, such indemnified party shall, if (a) Any Party making 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 or assertion thereof, but the failure so to for indemnification hereunder shall notify the indemnifying party Party of the claim in writing, describing the claim, the amount thereof, and the basis therefor. Such notice shall not relieve it of be a condition precedent to any liability that it may have to any indemnified party except to the extent of the indemnifying party demonstrates that the defense Party hereunder. The Party from whom indemnification is sought shall respond to each such claim within 30 days of receipt of such action is materially prejudiced therebynotice. If any Failure to so respond within such time period shall constitute an admission of liability for the claim or claims to which the notice related. No action shall be brought against an indemnified party and it shall give notice taken pursuant to the indemnifying party provisions of this Agreement or otherwise by the Party seeking indemnification until the expiration of the commencement thereof30-day response period (unless reasonably necessary to protect the rights of the Party seeking indemnification). If such demand is based on a claim by a third party, the indemnifying party Party shall be entitled to participate therein and, to have the extent that it shall wish, right to assume the defense thereof with counsel satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party entire control of its election so to assume the defense thereof, including at its own expense, employment of counsel reasonably satisfactory to the indemnified Party, and, in connection therewith, the Party claiming indemnification shall cooperate fully to make available to the indemnifying party Party all pertinent information under its control; provided, however, that such assumption shall not constitute, or be liable deemed to be any evidence of, the indemnifying Party's admission of liability to the indemnified Party with respect to such indemnified party under such Section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigationmatter. If an indemnifying party assumes the defense of such an action: (a) no compromise or No settlement thereof may be effected by the indemnifying party without the indemnified party's consent which shall not be unreasonably withheld unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person and no effect on any other claims that may be made against by any indemnifying Party without the consent of the indemnified party Party, unless such settlement only requires the payment of money damages and (ii) the sole relief provided is monetary damages that such amounts are paid in full by the indemnifying party; andParty. The indemnified Party may, at its own expense, participate in any proceeding relating to any such claims as to which the indemnifying Party has assumed control pursuant to this Agreement. (b) The indemnified Party agrees to cooperate fully with the indemnifying party shall have no Party and its counsel in the defense against any asserted liability with respect for which indemnification is claimed. Subject to the immediately preceding paragraph, any compromise or settlement thereof effected without its consent. If notice is given to an of any asserted liability by the indemnifying party Party shall require the prior written consent of the commencement indemnified Party. If, however, the indemnified Party refuses its consent to a bona fide offer of settlement which the indemnifying Party wishes to accept and that involves no payment by or limitation on the indemnified Party, the indemnified Party may continue to pursue such matter, free of any action and it does notparticipation by the indemnifying Party, within ten (10) business days after at the sole expense of the indemnified party's notice is givenParty. In such event, give notice any obligation of the indemnifying Party to the indemnified party Party shall be equal to the lesser of its election (i) the amount of the offer of settlement which the indemnified Party refused to assume accept plus the defense thereof, costs and expenses of the indemnified Party prior to the date the indemnifying party Party notifies the indemnified Party of the offer of settlement, or (ii) the actual out-of-pocket amount the indemnified Party is obligated to pay as a result of such Party's continuing to pursue such matter. An indemnifying Party shall be bound entitled to recover from the indemnified Party any additional expenses incurred by such indemnifying Party as a result of the decision of the indemnified Party to pursue such matter. (c) The gross amount which an indemnifying Party is liable to, for, or on behalf of the indemnified Party pursuant to this Section (the "Indemnifiable Loss") shall not be reduced by any determination made in insurance proceeds actually recovered by or on behalf of such action indemnified Party related to the Indemnifiable Loss or by any compromise or settlement thereof effected by tax benefit to the indemnified party. Notwithstanding Party arising from the foregoingIndemnifiable Loss; provided, however, that, if an indemnified party determines Party shall have received or shall have had paid on its behalf an indemnity payment in good faith that there is respect of an Indemnifiable Loss and shall subsequently actually receive directly or indirectly insurance proceeds or tax reductions in respect of such Indemnifiable Loss, then such indemnified Party shall pay to such indemnifying Party the amount of such insurance proceeds (subject to a reasonable probability that reduction representing a good-faith estimate of any increase in insurance premiums caused by the payment of such insurance proceeds) and tax reductions or, if less, the amount of such indemnity payment. For purposes of this Section, tax reductions arising from an action may materially and adversely affect it Indemnifiable Loss shall be determined after taking into account the tax increase, if any, arising from the receipt of insurance proceeds or its affiliates other than as a result indemnification payments by or on behalf of monetary damages, such the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action at its cost or expense, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld)Party.

Procedure for Indemnification. Promptly after an indemnified party's incurrence of Damages or after receipt by an indemnified party under Section 7.1 or 7.2 hereof of notice of the commencement of any action or assertion of any claimclaim for Damages, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Section, shall give notice to the indemnifying party of such Damages or the commencement or assertion thereofof such claim, as appropriate, but the failure to so to notify the indemnifying party shall not relieve it the indemnifying party of any liability that it may have to any indemnified party party, except to the extent the indemnifying party demonstrates that the defense of such action claim is materially prejudiced thereby. If In the event Damages are incurred by an indemnified party pursuant to which it is entitled to be indemnified hereunder and such Damages do not include a third party claim, the indemnifying party shall reimburse the indemnified party for the full amount of such Damages within thirty (30) days after the indemnifying party's receipt of notice of such Damages. In case any such action claim shall be brought against an indemnified party by a third party, and it the indemnified party shall give notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof with counsel satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such Section hereunder for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation. If an indemnifying party assumes the defense of such an action: , (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party's consent (which shall not be unreasonably withheld withheld) unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person and no effect on any other claims that may be made against the indemnified party and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and party and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consentconsent (which shall not be unreasonably withheld). If notice is given to an indemnifying party of the commencement of any action claim and it 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 thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that an action claim may materially and adversely affect it or its affiliates other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action at its cost or expenseaction, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld).

Procedure for Indemnification. Promptly after receipt by an indemnified party party, under Section 7.1 4.1 or 7.2 hereof 4.2, of notice of the commencement of any action or assertion of any claimaction, such the indemnified party shallshall 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 any of these Sections; but the omission of such Section, give notice to shall not relieve the indemnifying party of from liability which it may have to the commencement or assertion thereofindemnified party under this Section 4, but except to the failure so to notify extent that the indemnifying party is actually prejudiced by such failure to give notice, and shall not relieve it of the indemnifying party from any liability that which it may have to any indemnified party except to the extent the indemnifying party demonstrates that the defense of such otherwise than under this Section 4. In case any action is materially prejudiced thereby. If any such action shall be brought against an the indemnified party and party, it shall give notice to notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein andin, and to the extent that it shall wishchooses, to assume the defense thereof with counsel reasonably satisfactory to such the indemnified party andparty, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such Section for any fees of legal or other counsel or any other expenses, in each case expenses subsequently incurred by such the indemnified party in connection with the defense thereof; Provided, other than reasonable costs of investigation. If an indemnifying party assumes the defense of such an action: (a) no compromise or settlement thereof may be effected by however, that if the indemnifying party without fails to take reasonable steps necessary to defend diligently the indemnified party's consent which shall not be unreasonably withheld unless claim within twenty (i20) there is no finding or admission of any violation of law or any violation of the rights of any person and no effect on any other claims that may be made against days after receiving notice from the indemnified party and (ii) that the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (b) indemnified party believes the indemnifying party has failed to take such reasonable steps, or 4.3.1 if the indemnified party who is a defendant in any action or proceeding which is also brought against the indemnifying party reasonably shall have no liability with respect to any compromise or settlement thereof effected without its consent. If notice is given to an indemnifying party of the commencement of any action and it does not, within ten (10) business days after the indemnified party's notice is given, give notice concluded that there are legal defenses available to the indemnified party of its election to assume the defense thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliates other than as a result of monetary damages, such indemnified party may, by notice which are not available to the indemnifying party, assume or 4.3.2 if representation of both parties by the exclusive same counsel is otherwise inappropriate under applicable standards of professional conduct, then the indemnified party shall have the right to defend, compromise assume or settle such action at continue its cost or expense, but own defense as set forth above. In no event shall the indemnifying party shall not be bound by any determination responsible for more than one firm or counsel for all indemnified parties unless it is inappropriate under applicable standards of an action so defended professional conduct for one firm or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld)counsel to represent all indemnified parties.

Procedure for Indemnification. Promptly after receipt by an indemnified party party, under Section 7.1 5(a) or 7.2 hereof 5(b), of notice of the commencement of any action or assertion of any claimaction, such the indemnified party shallshall 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 any of these Sections; but the omission of such Section, give notice to shall not relieve the indemnifying party of the commencement or assertion thereof, but the failure so to notify the indemnifying party shall not relieve it of any from liability that which it may have to any the indemnified party under this Section 5, except to the extent that the indemnifying party demonstrates is actually prejudiced in any material respect by such failure to give notice, and shall not relieve the indemnifying party from any liability which if may lave to any indemnified party otherwise than under this Section 5. In the event that the defense of such an action is materially prejudiced thereby. If any such action shall be brought against an the indemnified party and it shall give notice to such indemnified party notifies the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein andin, and to the extent that it shall wishchooses, to assume the defense thereof with counsel reasonably satisfactory to such the indemnified party andparty, and after notice from the indemnifying party to such the indemnified party of its election that it so to assume the defense thereofchooses, the indemnifying party shall not be liable to such indemnified party under such Section for any fees of legal or other counsel or any other expenses, in each case expenses subsequently incurred by such the indemnified party in connection with the defense thereof; provided however, other than reasonable costs of investigation. If an indemnifying party assumes the defense of such an action: that (ai) no compromise or settlement thereof may be effected by if the indemnifying party without fails to take reasonable steps necessary to defend diligently the indemnified party's consent which shall not be unreasonably withheld unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person and no effect on any other claims that may be made against claim within 20 days after receiving notice from the indemnified party and that the indemnified party believes it has failed to do so, or (ii) if the sole relief provided indemnified party who is monetary damages that are paid a defendant in full by the indemnifying party; and (b) any action or proceeding which is also brought against the indemnifying party reasonably shall have no liability with respect to any compromise or settlement thereof effected without its consent. If notice is given to an indemnifying party of the commencement of any action and it does not, within ten (10) business days after the indemnified party's notice is given, give notice concluded that there are legal defenses available to the indemnified party of its election to assume the defense thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliates other than as a result of monetary damages, such indemnified party may, by notice which are not available to the indemnifying party, assume or (iii) if representation of both parties by the exclusive same counsel is otherwise inappropriate under applicable standards of professional conduct, the indemnified party shall have the right to defend, compromise assume or settle such action at continue its cost or expense, but own defense as set forth above. In no event shall the indemnifying party shall not be bound by any determination responsible for more than one firm of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld)counsel for all indemnified parties.

Procedure for Indemnification. Promptly after receipt by an indemnified party under Section 7.1 7.4 or 7.2 hereof 7.5 of notice of the commencement of any action or assertion of any claimaction, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Sectionsection, give notice to the indemnifying party of the commencement or assertion thereof, but the failure so to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party except to the extent the indemnifying party demonstrates that the defense of such action is materially prejudiced thereby. If In case any such action shall be brought against an indemnified party and it shall give notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such Section section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation. If an indemnifying party assumes the defense of such an action: , (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party's consent which shall not be unreasonably withheld unless (i) there is no finding or admission of any violation of 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 and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and party and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consentconsent (which consent will not be unreasonably withheld). If notice is given to an indemnifying party of the commencement of any action and it 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 thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliates other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action at its cost or expense, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld).settlement

Procedure for Indemnification. Promptly after receipt by an indemnified party under Section 7.1 6.3, 6.4, 6.6 or 7.2 hereof 6.7 of notice of the commencement of any action or assertion of any claimbrought by a third party, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Sectionsection, give notice to the indemnifying party of the commencement or assertion thereof, but the failure so to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party except to the extent the indemnifying party demonstrates that the defense of such action is materially prejudiced thereby. If In case any such action shall be brought against an indemnified party and it shall give notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such Section section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation. If an indemnifying party assumes the defense of such an action: (a) , no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party's consent (which shall not be unreasonably withheld withheld) unless (i) there is no finding or admission of any violation of 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 and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (b) . In any event, the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent. If notice is given to an indemnifying party of the commencement of any action and it 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 thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliates other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action at its cost or expense, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld).

Procedure for Indemnification. Promptly after receipt by an indemnified party under Section 7.1 or 7.2 hereof of notice of the commencement of any action or assertion of any claimaction, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Sectionparty, give notice to the indemnifying party of the commencement or assertion thereof, but the failure so to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party except to the extent the indemnifying party demonstrates that the defense of such action by the indemnifying party is materially prejudiced thereby. If In case any such action shall be brought against an indemnified party and it shall give notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof with counsel reasonable satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such Section section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation. If an indemnifying party assumes assume the defense of such an action: : (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party's consent (which shall not be unreasonably withheld unless unreasonable withheld) unless: (i) there is no finding or admission of any violation of law or any violation of the rights of any person and which is not fully remedied by the payment referred to in clause; (ii) no adverse effect on any other claims that may be made against the indemnified party party; and (iiiii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consentconsent (which shall not be reasonably withheld); and (c) the indemnified party will reasonably cooperate with the indemnifying party in the defense of such action. If notice is given to an indemnifying party of the commencement of any action and it does not, within ten (10) business fifteen days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliates other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action at its cost or expense, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld).

Procedure for Indemnification. Promptly after receipt by an indemnified party under Section 7.1 10.2 or 7.2 hereof 10.3 of notice of the commencement of any action or assertion of any claimby a third party, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Section, give prompt notice to the indemnifying party of the commencement or assertion thereof, but the failure to so to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party except to the extent the indemnifying party demonstrates that the defense of such action is materially prejudiced thereby. If any such action shall be brought against an indemnified party and party, it shall give notice to the indemnifying party of the commencement thereof, thereof within five days of the receipt of such notice and the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, to assume assume, at its expense, the defense thereof with (utilizing counsel satisfactory to such the indemnified party andparty), after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, in which case the indemnifying party shall not be liable to such indemnified party under such Section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation. If an indemnifying party assumes the defense of such an action: (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party's consent which shall not be unreasonably withheld unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person and no effect on any other claims that may be made against the indemnified party and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent. If notice is given to an indemnifying party of the commencement of any action and it does not, within ten (10) business five days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense thereof, the indemnified party shall be entitled to select counsel of its own choice and the indemnifying party shall be bound by any determination made pay the reasonable fees and expenses of one counsel in such action or any compromise or settlement thereof effected by the indemnified partyeach relevant jurisdiction. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliates other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action at its cost or expense, but the An indemnifying party shall not be bound by responsible for any determination settlement or compromise of an action so defended any action, claim or any compromise or settlement thereof proceeding effected without its consent (which consent shall not be unreasonably withheld).

Procedure for Indemnification. Promptly after receipt by an indemnified party under Section 7.1 subsections 2(a), 2(b) or 7.2 hereof 2(c) of notice of the commencement of any action or assertion of any claimaction, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Sectionsection, give notice to the indemnifying party of the commencement or assertion thereof, but the failure so to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party except to the extent the indemnifying party demonstrates that the defense of such action is materially prejudiced thereby. If In case any such action shall be brought against an indemnified party and it shall give notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such Section section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation. If an indemnifying party assumes the defense of such an action: , (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party's consent which shall not be unreasonably withheld unless (i) there is no finding or admission of any violation of 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 and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and party and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consentconsent (which shall not be unreasonably withheld). If notice is given to an indemnifying party of the commencement of any action and it 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 thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliates Affiliates other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action at its cost or expenseaction, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld).

Procedure for Indemnification. Promptly Each party indemnified under ------------------------------ paragraph (a) or (b) of this Section 7, shall, promptly after receipt by an indemnified party under Section 7.1 or 7.2 hereof of notice of the commencement of any action or assertion of any claim, against such indemnified party shall, if a claim in respect thereof is to of which indemnity may be made against an indemnifying party under such Sectionsought, give notice to the indemnifying party of the commencement or assertion thereof, but the failure so to notify the indemnifying party 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 from any liability in respect of such action that it may have to such indemnified party on account of the indemnity agreement contained in paragraph (a) or (b) of this Section 7, except to the extent that the indemnifying party was or is actually prejudiced thereby, and in no event shall relieve the indemnifying party from any other liability that it may have to any such indemnified party except to the extent the indemnifying party demonstrates that the defense of such action is materially has not actually been prejudiced thereby. If In case any such action shall be brought against an any indemnified party and it such indemnified party shall give notice to the notify an indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall may wish, to assume the defense thereof jointly with counsel satisfactory to such indemnified party and, after notice from the any other indemnifying party to such indemnified party of its election so similarly notified, to assume the defense 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 be liable to 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 under with respect to such Section for any fees of other action. An indemnifying party who is not entitled to, who elects not to, or who has not appointed counsel or any other expenses, in each case subsequently incurred by such reasonably satisfactory to the indemnified party in connection with the defense thereofwithin a reasonable time to, other than reasonable costs of investigation. If an indemnifying party assumes assume the defense of such an action: (a) no compromise or settlement thereof may action shall be effected by obligated to pay the indemnifying party without fees and expenses of counsel for the indemnified party's consent which shall not be unreasonably withheld unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person and no effect on any other claims ; provided, however, that may be made against the indemnified party and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (b) the indemnifying party shall have no liability -------- ------- 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 indemnifying party with respect to such action, unless in the reasonable judgment of any compromise or settlement thereof effected without its consentindemnified party a conflict of interest exists between such indemnified party and any other indemnified party with respect to such action. If notice is given to an the indemnifying party does not assume the defense of the commencement of an action, it shall be bound by any action and it does not, within ten (10) business days after the indemnified party's notice is given, give notice settlement to which the indemnified party agrees, irrespective of its election to whether the indemnifying party consents thereto; provided, however, that if the -------- ------- indemnifying party does not assume the defense thereofof an action because of a conflict of interest that prevented it from doing so, then the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by to which the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that an action may materially agrees and adversely affect it or its affiliates other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action at its cost or expense, but which the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent consents (which 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

Procedure for Indemnification. Promptly after receipt by an indemnified party under Section 7.1 8.2 or 7.2 hereof 8.3 of notice of the commencement of any action or assertion of any claimaction, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such SectionSection 8.2 or 8.3, give written notice to the indemnifying party of the commencement or assertion thereof, but the failure so to notify the indemnifying party shall not relieve it of any Branch Purchase and Assumption Agreement liability that it may have to any indemnified party except to the extent the indemnifying party demonstrates that the defense of such action is materially prejudiced thereby. If In case any such action shall be brought against an indemnified party and it shall give written notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party and, after notice from party. If the indemnifying party to such indemnified party of its election so elects to assume the defense of such action, the indemnified party 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 shall be entitled to assume the defense of such action 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 shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one indemnified party, the indemnifying party shall not be liable responsible for paying for more than one separate firm of attorneys to such represent the indemnified party under such Section for any fees parties, regardless of other counsel or any other expenses, in each case subsequently incurred by such the number of indemnified party in connection with the defense thereof, other than reasonable costs of investigationparties. If an the indemnifying party assumes elects to assume the defense of such an action: , (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party's ’s written consent (which shall not be unreasonably withheld withheld) unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person and no effect on any other claims that may be made against the indemnified party and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and party and (b) the indemnifying indemnified party shall have no liability with respect to any compromise or settlement thereof effected without its consentwritten consent (which shall not be unreasonably withheld). If notice is given to an The indemnifying party of shall pay (i) claims hereunder for legal fees and other costs as they are incurred, and (ii) claims hereunder for damages when the commencement of any action and it does not, within ten (10) business days after the indemnified party's notice is given, give notice to claim against the indemnified party of its election has been established by a final judgment in litigation or by settlement consented to in writing by the indemnifying party. If the indemnifying party does not elect to assume the defense thereofof such action, the indemnifying party shall be bound by any determination made in such action or any no compromise or settlement thereof may be effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliates other than as a result of monetary damages, such indemnified party may, by notice to without the indemnifying party, assume the exclusive right to defend, compromise or settle such action at its cost or expense, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its ’s written consent (which shall not be unreasonably withheld).

Procedure for Indemnification. Promptly after receipt by an indemnified party under Section 7.1 9(a) or 7.2 hereof 9(b) above, of notice of the commencement of any action or assertion of any claimaction, such indemnified party shall, 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 or assertion thereof, but the failure so to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party except to the extent the indemnifying party demonstrates that the defense of such action by the indemnifying party is materially prejudiced thereby. If In case any such action shall be brought against an indemnified party and it shall give notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof with counsel reasonable satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such Section section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation. If an indemnifying party assumes the defense of such an action: , (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party's consent (which shall not be unreasonably withheld withheld) unless (i) such compromise or settlement includes an unconditional release of the indemnified party from all liability that may arise out of such action, (ii) there is no finding or admission of any violation of law or any violation of the rights of any person which is not fully remedied by the payment referred to in clause (iii) below and no such compromise or settlement does not have any adverse effect on any other claims that may be made by or against the indemnified party party, and (iiiii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and , (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consentconsent (which shall not be reasonably withheld) and (c) the indemnified party will reasonably cooperate with the indemnifying party in the defense of such action. If notice is given to an indemnifying party of the commencement of any action and it does not, within ten (10) business 15 days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliates other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action at its cost or expenseaction, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld). All fees of counsel and costs of litigation of the indemnified party will be paid by the indemnifying party as incurred.

Procedure for Indemnification. Promptly after receipt by an indemnified party under Section 7.1 9.3 or 7.2 hereof 9.4 of notice of the commencement of any action or assertion of any claimwhich give rise to Damages, such indemnified party shall, 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 or assertion thereof, but the failure . Failure so to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party except to the extent the indemnifying party demonstrates that the defense of such action is materially prejudiced thereby, providing the indemnifying party did not receive or otherwise have actual notice thereof. If any such action shall be brought against an indemnified party and it shall give notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof with counsel satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to the assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such Section for any fees of other counsel or any other expensesexpenses (unless such fees or expenses are incurred at the request of the indemnifying party), in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation, provided, however, that Buyer and the Company shall be entitled, at their sole election, to retain control of any action or demand related to any intellectual property right matters or as to which the remedy would have a materially adverse on-going effect on the Company or its Subsidiaries. If the indemnifying party receives notice of any action or demand, it shall promptly notify the indemnified party as to whether it intends to control the defense thereof. ff an indemnifying party assumes the defense of such defends an action: action (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party's consent (which shall not be unreasonably withheld withheld) unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person and no effect on any other claims that may be made against the indemnified party and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and party and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent. If notice is given to an indemnifying party of the commencement of any action and it does not, within ten (10) business 20 days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense thereof, the indemnifying party shall not be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliates other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action at its cost or expense, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (consent, which shall not be unreasonably withheld).

Procedure for Indemnification. Promptly after receipt by an indemnified party under Section 7.1 or 7.2 hereof of notice of the commencement of any action or assertion of any claimaction, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Sectionparty, give notice to the indemnifying party of the commencement or assertion thereof, but the failure so to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party except to the extent the indemnifying party demonstrates that the defense of such action by the indemnifying party is materially prejudiced thereby. If In case any such action shall be brought against an indemnified party and it shall give notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof with counsel reasonable satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such Section section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation. , If an indemnifying party assumes assume the defense of such an action: : (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party's ’s consent (which shall not be unreasonably withheld unless unreasonable withheld) unless: (i) there is no finding or admission of any violation of law or any violation of the rights of any person and which is not fully remedied by the payment referred to in clause; (ii) no adverse effect on any other claims that may be made against the indemnified party party; and (iiiii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consentconsent (which shall not be reasonably withheld); and (c) the indemnified party will reasonably cooperate with the indemnifying party in the defense of such action. If notice is given to an indemnifying party of the commencement of any action and it does not, within ten fifteen (1015) business days after the indemnified party's ’s notice is given, give notice to the indemnified party of its election to assume the defense thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines determined in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliates Affiliates other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action at its cost or expenseaction, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld).

Procedure for Indemnification. Promptly after _____________________________ receipt by an indemnified party under Section 7.1 8(d)(i), 8(d)(ii), 9.2 or 7.2 hereof 9.3 of notice of the commencement of any action or assertion of any claimaction, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Section, give notice to shall notify the indemnifying party of the commencement or assertion thereof, but the failure so to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party except to the extent the indemnifying party demonstrates that the defense of such action is materially prejudiced thereby. If any such action shall be brought against an indemnified party and it shall give notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, and to assume the defense thereof with counsel satisfactory to such indemnified party and, after party. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such Section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation. If an indemnifying party assumes the defense of such an action: , (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party's consent which shall not be unreasonably withheld unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person and no effect on any other claims that may be made against the indemnified party and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent. If notice is given to an indemnifying party of the commencement of any action and it 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 thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliates other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action at its cost or expense, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld).

Procedure for Indemnification. Promptly As soon as possible after receipt by an indemnified party under Section 7.1 or 7.2 hereof hereunder of written notice of the commencement of any action or the presentation or other assertion of any claimclaim with respect to which a claim for indemnification may be made pursuant to this Section 7, such indemnified party shallwill, if a claim in respect thereof is to be made against an indemnifying party under such Sectionindemnified party, give notice to notify the indemnifying party in writing of the commencement or assertion thereof, but the failure omission so to notify the indemnifying party shall not relieve it of from any liability that which it may otherwise have to any such indemnified party except to the extent the indemnifying party demonstrates that the defense of such action is materially prejudiced thereby. If In case any such action shall be brought against an any indemnified party party, and it shall give notice to notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein therein, and, to the extent that it shall wishwishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to such the indemnified party party, and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such the indemnified party under such this Section 7 (c) for any fees legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party party, in connection with the defense thereof; provided that all of the indemnified parties as a group shall have the right to employ one separate counsel if, other than in their reasonable costs judgment, a conflict of investigation. If an indemnifying party assumes interest between the defense of such an action: (a) no compromise or settlement thereof may be effected by indemnified parties and the indemnifying party without exists in respect of such claim, and in that event the indemnified party's consent which reasonable fees and expenses of such separate counsel shall not be unreasonably withheld unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person and no effect on any other claims that may be made against the indemnified party and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent. If notice is given to an indemnifying party of the commencement of any action and it 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 thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliates other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action at its cost or expense, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld).

Procedure for Indemnification. Promptly As soon as possible after receipt by an indemnified party under Section 7.1 or 7.2 hereof hereunder of written notice of the commencement of any action or the presentation or other assertion of any claimclaim with respect to which a claim for indemnification may be made pursuant to this Section 7, such indemnified party shallwill, if a claim in respect thereof is to be made against an indemnifying party under such Sectionindemnified party, give notice to notify the indemnifying party in writing of the commencement or assertion thereof, but the failure omission so to notify the indemnifying party shall not relieve it of from any liability that which it may otherwise have to any such indemnified party except to the extent the indemnifying party demonstrates that the defense of such action is materially prejudiced thereby. If In case any such action shall be brought against an any indemnified party party, and it shall give notice to notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein therein, and, to the extent that it shall wishwishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to such the indemnified party party, and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such the indemnified party under such this Section 7 (c) for any fees legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party party, in connection with the defense thereof; PROVIDED that all of the indemnified parties as a group shall have the right to employ one separate counsel if, other than in their reasonable costs judgment, a conflict of investigation. If an indemnifying party assumes interest between the defense of such an action: (a) no compromise or settlement thereof may be effected by indemnified parties and the indemnifying party without exists in respect of such claim, and in that event the indemnified party's consent which reasonable fees and expenses of such separate counsel shall not be unreasonably withheld unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person and no effect on any other claims that may be made against the indemnified party and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent. If notice is given to an indemnifying party of the commencement of any action and it 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 thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliates other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action at its cost or expense, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld).

Procedure for Indemnification. Promptly Each party indemnified under paragraph (a) or (b) of this Section 8 shall, promptly after receipt by an indemnified party under Section 7.1 or 7.2 hereof of notice of any claim or the commencement of any action or assertion of any claim, against such indemnified party shall, if a claim in respect thereof is to of which indemnity may be made against an indemnifying party under such Sectionsought, give notice to notify the indemnifying party part in writing of the claim or the commencement or assertion thereof; except, but that the failure so to notify the indemnifying party shall not relieve it of from any liability that it may have to any an indemnified party except on account of the indemnity agreement contained in paragraph (a) or (b) of this Section 8, unless the indemnifying party was prejudiced by such failure and, then, only to the extent of such prejudice, and in no event shall such failure relieve the indemnifying party demonstrates from any other liability that the defense of it may have to such action is materially prejudiced therebyindemnified party. If any such claim or action shall be brought against an indemnified party party, and it shall give notice to notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein therein, and, to the extent that it shall wishwishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to such the indemnified party and, after party. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such Section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation. If an indemnifying party assumes the defense of such an action: (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party's consent which shall not be unreasonably withheld unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person and no effect on any other claims that may be made against the indemnified party and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent. If notice is given to an indemnifying party of the commencement of any action and it 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 thereofof such claim or action, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliates other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action at its cost or expense, but the indemnifying party shall not be bound liable to the indemnified party under this Section 8 for any legal or other expenses subsequently incurred by any determination the indemnified party in connection with the defense thereof other than reasonable costs of an action so defended or any compromise or settlement thereof effected without investigation; except, that each Holder of Registrable Securities, its consent (which officers and directors, if any, and each person, if any, who controls such Holder within the meaning of the Securities Act, shall not be unreasonably withheld).have the right to employ separate counsel to represent them

Procedure for Indemnification. Promptly after After receipt by an ----------------------------- indemnified party under Section 7.1 12.1 or 7.2 hereof 12.2 of notice of the commencement of any action or assertion of any claimaction, such indemnified party shall, 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 or assertion thereof, but the failure so to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party except to the extent the indemnifying party demonstrates that the defense of such action is materially prejudiced thereby. If any such action shall be brought against an indemnified party and it shall give notice to the indemnifying party of the commencement thereof, the indemnifying indemnified party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof with counsel satisfactory to such indemnified party and, after notice from the indemnifying party to as such indemnified party of its election so to assume the defense thereof, thereof the indemnifying party shall not be liable to such indemnified party under such Section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation. If an indemnifying party assumes the defense of such an action: , (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party's consent (which shall not be unreasonably withheld withheld) unless (i) there is no finding or admission of any violation of 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 and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and party and (b) the indemnifying party shall have no liability with respect to any compromise or settlement settlements thereof effected without its consentconsent (which will shall not unreasonably withheld). If notice is given to an indemnifying party of the commencement of any action and it does not, within ten twenty (1020) business days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliates other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, party assume the exclusive right to defend, compromise or settle such action at its cost or expenseaction, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld).

Procedure for Indemnification. Promptly after receipt by an indemnified party under Section 7.1 or 7.2 hereof 12.1 of notice of the commencement of any action or assertion of any claimaction, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Sectionsection, give notice to the indemnifying party of the commencement or assertion thereof, but the failure so to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party except to the extent the indemnifying party demonstrates that the defense of such action is materially prejudiced thereby. If In case any such action shall be brought against an indemnified party and it shall promptly give notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, within ten Business Days of receipt of such notice, to assume the defense thereof with counsel satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such Section section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation. If an indemnifying party assumes the defense of such an action: , (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party's consent which shall not be unreasonably withheld unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person the indemnified party and no effect on any other claims that may be made against the indemnified party and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and party and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consentconsent (which shall not be unreasonably withheld). If notice is given to an indemnifying party of the commencement of any action and it 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 thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliates Affiliates other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action at its cost or expenseaction, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld).

Procedure for Indemnification. Promptly after receipt by an indemnified party under Section 7.1 8.2 or 7.2 hereof 8.3 of notice of the commencement of any action or assertion of any claimaction, such indemnified party shall, 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 or assertion thereof, but the failure so to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party except to the extent the indemnifying party demonstrates that the defense of such action is materially prejudiced thereby. If In case any such action shall be brought against an indemnified party and it shall give written notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party and, after notice from party. If the indemnifying party to such indemnified party of its election so elects to assume the defense of such action, the indemnified party shall have the right to employ separate counsel at its own expense and to participate in the defense thereof, . If the indemnifying party shall elects not be liable to such indemnified party under such Section for any fees of other counsel assume (or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation. If an indemnifying party assumes fails to assume) the defense of such an action: , the indemnified party shall be entitled to assume the defense of such action with counsel of its own choice, at the expense of the indemnifying party. If the indemnifying party elects to assume the defense of such action, (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party's written consent (which shall not be unreasonably withheld withheld) unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person and no effect on any other claims that may be made against the indemnified party and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party or such compromise or settlement does not otherwise impose any liability or obligation on the indemnified party; and , and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent. If notice is given to an indemnifying party of the commencement of any action and it 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 thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliates other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action at its cost or expense, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld).

Procedure for Indemnification. Promptly after receipt by If a party hereto becomes aware of an indemnified event which gives rise to a claim for indemnification hereunder, such party under Section 7.1 or 7.2 hereof of shall give the other party prompt notice of any such action, claim, liability, assessment or notice of deficiency received by such party which might result in any liability under this provision. To the commencement extent Gold is giving such notice, notice to Company shall be deemed sufficient to constitute notice to all shareholders. By execution hereof, Company specifically agrees that it shall assume all responsibility for communicating receipt of any action or assertion of any claim, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Section, give notice to the indemnifying shareholders of Company. Further, any party who may claim a right of indemnification hereunder agrees to refrain from paying, settling or compromising any such claim for which indemnification may be sought without giving notice of same to the other party. If the other party wishes to contest or defend such third party claim, then the party against whom the claim was made shall be obligated to cooperate fully with such party in contesting and preserving all rights with respect to such contest; provided, however, that if the other party does not wish to challenge or contest such third party claim, then the party against whom the claim was being made by settle same on terms and conditions it deems to be the most favorable it can be obtained and then inserting the indemnification claim against the other party hereto. When giving a notice under this provision, a party may specify a time for a response from the other party as to whether such other party wishes to contest or defend such third party claim. Such deadline for response may be established consistent with the facts and circumstances surrounding the situation. Failure of the commencement other party to respond within such time period shall constitute such other party's decision not to contest or assertion thereofdefend such claim. If a party hereunder claims indemnification for a claim other than a third party claim, but the failure so to party seeking indemnification shall notify the indemnifying party shall not relieve it in writing of any liability that it may have to any indemnified party except to the basis for such claim setting forth the nature and amount of the damages resulting from such claim. To the extent the indemnifying a party demonstrates that the defense of such action is materially prejudiced thereby. If any such action deemed to have ultimately been responsible for indemnification, then interest shall be brought against an indemnified party and it shall give notice deemed to accrue on the indemnifying party unpaid amount of indemnification obligation (at the commencement thereofprime rate of interest announced from time to time by Exchange National Bank, such interest to be calculated based on the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof with counsel satisfactory to such indemnified party and, after notice actual number of days elapsed from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such Section for any fees of other counsel or any other expenses, in date each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation. If an indemnifying party assumes the defense of such an action: (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party's consent which shall not be unreasonably withheld unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person indemnification obligation becomes due and no effect on any other claims that may be made against the indemnified party and (ii) the sole relief provided is monetary damages that are owing until paid in full by the indemnifying party; and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent. If notice is given to an indemnifying party of the commencement of any action and it 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 thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliates other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action at its cost or expense, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld)based on 365 day year.

Procedure for Indemnification. Promptly Each party indemnified under paragraph (a) or (b) of this Section 7 shall, promptly after receipt by an indemnified party under Section 7.1 or 7.2 hereof of notice of any claim or the commencement of any action or assertion of any claim, against such indemnified party shall, if a claim in respect thereof is to of which indemnity may be made against an indemnifying party under such Sectionsought, give notice to notify the indemnifying party in writing of the claim or the commencement or assertion thereof; provided, but that the failure so to notify the indemnifying party shall not relieve it of from any liability that which it may have to any an indemnified party except to on account of the extent indemnity agreement contained in paragraph (a) or (b) of this Section 7, unless the indemnifying party demonstrates that was prejudiced by such failure, and in no event shall relieve the defense of indemnifying party from any other liability which it may have to such action is materially prejudiced therebyindemnified party. If any such claim or action shall be brought against an indemnified party party, and it shall give notice to notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein therein, and, to the extent that it shall wishwishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel satisfactory to such the indemnified party and, after party. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such Section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation. If an indemnifying party assumes the defense of such an action: (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party's consent which shall not be unreasonably withheld unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person and no effect on any other claims that may be made against the indemnified party and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent. If notice is given to an indemnifying party of the commencement of any action and it 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 thereofof such claim or action, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliates other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action at its cost or expense, but the indemnifying party shall not be liable to the indemnified party under this Section 7 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, that the Holder of Registrable Securities, its officers and directors, if any, and each person, if any, who controls the Holder within the meaning of the Securities Act, shall have the right to employ separate counsel to represent them if, in the reasonable judgment of the Holder or such other person, it is advisable for them to be represented by separate counsel, and in that event the fees and expenses of such separate counsel shall be paid by the Company. If any Holder of Registrable Securities, its officers and directors, and its controlling person employ such separate counsel they will not enter into any settlement agreement which is not approved by the Company, such approval not to be unreasonably withheld. If the indemnifying party so assumes the defense thereof, it may not agree to any settlement of any such claim or 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. If the indemnifying party does not assume the defense thereof, it shall be bound by any determination settlement to which the indemnified party agrees, irrespective of an whether the indemnifying party consents thereto. In any action so defended or any compromise or settlement hereunder as to which the indemnifying party has assumed the defense thereof effected without with counsel satisfactory to the indemnified party, the indemnified party shall continue to be entitled to participate in the defense thereof, with counsel of its consent (which own choice, but, except as set forth above, the indemnifying party shall not be unreasonably withheld)obligated hereunder to reimburse the indemnified party for the costs thereof. 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 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 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 the Holder of Registrable Securities be required to contribute in excess of the amount of the net proceeds received by the Holder in connection with the 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 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 or fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

Procedure for Indemnification. Promptly after receipt by an indemnified party under Section 7.1 or 7.2 hereof 12.1 of notice of the commencement of any action or assertion of any claimaction, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Sectionsection, give notice to the indemnifying party of the commencement or assertion thereof, but the failure so to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party except to the extent the indemnifying party demonstrates that the defense of such action is materially prejudiced thereby. If In case any such action shall be brought against an indemnified party and it shall give notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such Section section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation. If an indemnifying party assumes the defense of such an action: , (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party's consent which shall not be unreasonably withheld unless (i) there is no finding or admission of any violation of 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 and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and party and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consentconsent (which shall not be unreasonably withheld). If notice is given to an indemnifying party of the commencement of any action and it 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 thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliates Affiliates other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action at its cost or expenseaction, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld).

Procedure for Indemnification. Promptly after receipt by an indemnified party under Section 7.1 or 7.2 hereof 8(a) above, of notice of the commencement of any action or assertion of any claimaction, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Sectionsection, give notice to the indemnifying party of the commencement or assertion thereof, but the failure so to notify the indemnifying party shall not relieve receive it of any liability that it may have to any indemnified party except to the extent the indemnifying party demonstrates that the defense of such action by the indemnifying party is materially prejudiced thereby. If In case any such action shall be brought against an indemnified party and it shall give notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof with counsel reasonable satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such Section section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation. , If an indemnifying party assumes assume the defense of such an action: , (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party's consent (which shall not be unreasonably withheld unreasonable withheld) unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person which is not fully remedied by the payment referred to in clause (ii) and no adverse effect on any other claims that may be made against the indemnified party party; and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and , (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consentconsent (which shall not be unreasonably withheld) and (c) the indemnified party will reasonable cooperate with the indemnifying party in the defense of such action. If notice is given to an indemnifying party of the commencement of any action and it does not, within ten (10) business 15 days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines determined in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliates affiliated party other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action at its cost or expenseaction, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld).

Procedure for Indemnification. Promptly Each party indemnified under paragraph (a) or (b) of Section 6.03 shall, promptly after receipt by an indemnified party under Section 7.1 or 7.2 hereof of notice of the commencement of any action or assertion of any claim, against such indemnified party shall, if a claim in respect thereof is to of which indemnity may be made against an indemnifying party under such Sectionsought, give notice to the indemnifying party of the commencement or assertion thereof, but the failure so to notify the indemnifying party in writing of the commencement thereof. The omission of any indemnified party so to notify an indemnifying party of any such action shall not relieve it of the indemnifying party from any liability that in respect of such action which it may have to any such indemnified party except to on account of the extent indemnity agreement contained in paragraphs (a) or (b) of Section 6.03, unless the indemnifying party demonstrates that was prejudiced by such omission, and in no event shall relieve the defense of indemnifying party from any other liability which it may have to such action is materially prejudiced therebyindemnified party. If In case any such action shall be brought against an any indemnified party and it shall give notice to the notify an indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall may wish, to assume the defense thereof thereof, with counsel satisfactory in any case to such indemnified party and, after notice from TDS. If the indemnifying party so assumes the defense thereof, it may not agree to any settlement of 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. If the indemnifying party of its election so to does not assume the defense thereof, it shall be bound by any settlement to which the indemnified party agrees, irrespective of whether the indemnifying party shall not be liable to such indemnified party under such Section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigationconsents thereto. If an indemnifying party assumes the defense any settlement of such an action: (a) no compromise or settlement thereof may be any claim is effected by the indemnifying party without the indemnified party's consent which shall not be unreasonably withheld unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person and no effect on any other claims that may be made against the indemnified party and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (b) the indemnifying party shall have no liability with respect prior to any compromise or settlement thereof effected without its consent. If notice is given to an indemnifying party of the commencement of any action and it 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 thereofrelating thereto, the indemnifying party shall be bound by thereby only if it has consented in writing thereto. In any determination made in such action or any compromise or settlement thereof effected by hereunder, the indemnified party. Notwithstanding party shall continue to be entitled to participate in the foregoingdefense thereof, with counsel satisfactory to TDS, even if an indemnified party determines in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliates other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying partyparty has assumed the defense thereof, assume the exclusive right to defend, compromise or settle such action at its cost or expense, but and the indemnifying party shall not be bound by any determination relieved of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld)the obligation hereunder to reimburse the indemnified party for the costs thereof.

Procedure for Indemnification. Promptly after receipt by an indemnified party under Section 7.1 8(a) or 7.2 hereof 8(b) above of notice of the commencement of any action or assertion of any claimaction, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Section, shall give notice to the indemnifying party of the commencement or assertion thereof, but the failure so to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party except to the extent the indemnifying party demonstrates that the defense of such action by the indemnifying party is materially prejudiced thereby. If In case any such action shall be brought against an indemnified party and it shall give notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such Section section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation. If an indemnifying party assumes the defense of such an action: , (a1) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party's consent (which shall not be unreasonably withheld withheld) unless (i) such compromise or settlement includes an unconditional release of the indemnified party from all liability that may arise out of such action, (ii) there is no finding or admission of any violation of law or any violation of the rights of any person which is not fully remedied by the payment referred to in clause (iii) below and no such compromise or settlement does not have any adverse effect on any other claims that may be made by or against the indemnified party party, and (iiiii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and , (b2) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consentconsent (which shall not be unreasonably withheld) and (3) the indemnified party will reasonably cooperate with the indemnifying party in the defense of such action. If notice is given to an indemnifying party of the commencement of any action and it does not, within ten (10) business 15 days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense thereof, the indemnifying indemnified party shall be bound by any determination made in may assume the defense of such action or any compromise or settlement thereof effected by with counsel reasonably acceptable to the indemnified indemnifying party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliates other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action at its cost or expenseaction, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld). All reasonable fees of counsel and costs of litigation of the indemnified party which are required to be paid by any indemnifying party pursuant to this Section 8 will be paid by the indemnifying party as incurred.

Procedure for Indemnification. Promptly after receipt by an indemnified party under Section 7.1 or 7.2 hereof 12.1 of notice of the commencement of any action or assertion of any claimaction, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Sectionsection, give notice to the indemnifying party of the commencement or assertion thereof, but the failure so to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party except to the extent the indemnifying party demonstrates that the defense of such action is materially prejudiced thereby. If In case any such action shall be brought against an indemnified party and it shall promptly give notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, within ten Business Days of receipt of such notice, to assume the 39 48 defense thereof with counsel satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such Section section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation. If an indemnifying party assumes the defense of such an action: , (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party's consent which shall not be unreasonably withheld unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person the indemnified party and no effect on any other claims that may be made against the indemnified party and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and party and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consentconsent (which shall not be unreasonably withheld). If notice is given to an indemnifying party of the commencement of any action and it 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 thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliates Affiliates other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action at its cost or expenseaction, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld).

Procedure for Indemnification. Promptly after receipt by an indemnified party a person entitled to indemnification under Section 7.1 Sections 2.2 (a) or 7.2 hereof (b) of notice of the commencement of any action or assertion of any claimaction, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Sectionsection, give notice to the indemnifying party of the commencement or assertion thereof, but the failure so to notify the indemnifying party shall not relieve receive it of any liability that it may have to any indemnified party except to the extent the indemnifying party demonstrates that the defense of such action by the indemnifying party is materially prejudiced thereby. If In case any such action shall be brought against an indemnified party and it shall give notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof with counsel reasonable satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such Section section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation. , If an indemnifying party assumes assume the defense of such an action: , (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party's consent (which shall not be unreasonably withheld unreasonable withheld) unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person which is not fully remedied by the payment referred to in clause (ii) and no adverse effect on any other claims that may be made against the indemnified party party; and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and , (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consentconsent (which shall not be unreasonably withheld) and (c) the indemnified party will reasonable cooperate with the indemnifying party in the defense of such action. If notice is given to an indemnifying party of the commencement of any action and it does not, within ten (10) business 15 days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines determined in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliates affiliated party other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action at its cost or expenseaction, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld).

Procedure for Indemnification. Promptly after receipt by an indemnified party under Section 7.1 or 7.2 hereof of notice of the commencement of any action or assertion of any claimaction, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Sectionsection, give notice to the indemnifying party of the commencement or assertion thereof, but the failure so to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party except to the extent the indemnifying party demonstrates that the defense of such action is materially prejudiced thereby. If In case any such action shall be brought against an indemnified party and it shall give notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof with counsel satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such Section section for any fees of other counsel or counselor any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation. If an indemnifying party assumes the defense of such an action: , (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party's consent consent, which shall not be unreasonably reasonably withheld unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person and no effect on any other claims that may be made against the indemnified party and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent, which shall not be unreasonably withheld. If notice is given to an indemnifying party of the commencement of any action and it 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 thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliates other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action at its cost or expenseaction, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (consent, which shall not be unreasonably withheld).

Procedure for Indemnification. Promptly after After receipt by an ----------------------------- indemnified party under Section 7.1 12.1 or 7.2 hereof 12.2 of notice of the commencement of any action or assertion of any claimaction, such indemnified party shall, 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 or assertion thereof, but the failure so to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party except to the extent the indemnifying party demonstrates that the defense of such action is materially prejudiced thereby. If any such action shall be brought against an indemnified party and it shall give notice to the indemnifying party of the commencement thereof, the indemnifying indemnified party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof with counsel satisfactory to such indemnified party and, after notice from the indemnifying party to as such indemnified party of its election so to assume the defense thereof, thereof the indemnifying party shall not be liable to such indemnified party under such Section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation. If an indemnifying party assumes the defense of such an action: , (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party's consent (which shall not be unreasonably withheld withheld) unless (i) there is no finding or admission of any violation of 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 and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and party and (b) the indemnifying party shall have no liability with respect to any compromise or settlement settlements thereof effected without its consentconsent (which will shall not unreasonably withheld). If notice is given to an indemnifying party of the commencement of any action and it 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 thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliates other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, party assume the exclusive right to defend, compromise or settle such action at its cost or expenseaction, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld).

Procedure for Indemnification. Promptly after receipt by an indemnified party under Section 7.1 10.2 or 7.2 hereof 10.4 of notice of the commencement of any action or assertion of any claimaction, such indemnified party shall, 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 or assertion thereof, but the failure so to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party except to the extent the indemnifying party demonstrates that the defense of such action is materially prejudiced thereby. If In case any such action shall be brought against an indemnified party and it shall give notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof with counsel satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such Section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in 43 connection with the defense thereof, other than reasonable costs of investigation. If an indemnifying party assumes the defense of such an action: , (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party's consent (which shall not be unreasonably withheld withheld) unless (i) there is no finding or admission of any violation of 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 and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and party and (b) the indemnifying indemnified party shall have no liability with respect to any compromise or settlement thereof effected without its consentconsent (which shall not be unreasonably withheld). If notice is given to an indemnifying party of the commencement of any action and it 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 thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliates other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action at its cost or expenseaction, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld).

Procedure for Indemnification. Promptly (a) In connection with any claim giving rise to indemnity under this Agreement resulting from or arising out of any claim or legal proceeding by a Person who is not a party to this Agreement, promptly after the receipt by an indemnified any party under Section 7.1 or 7.2 hereof hereto of notice of any such claim or legal proceeding such party will give the commencement of any action or assertion of any claim, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under written notice of such Sectionclaim or legal proceeding, provided, however, that if such party fails to give notice of such claim to the indemnifying party of the commencement or assertion thereofparty, but the such failure so to notify the indemnifying party 129 136 give notice shall not relieve it of any liability that it may have limit the indemnified party's right to any be indemnified party hereunder except to the extent that the indemnifying party demonstrates can show material prejudice arising from such failure and then only to the extent of such material prejudice. The indemnifying party at its sole cost and expense and with counsel reasonably satisfactory to the indemnified party (it being agreed that Schuxxx Xxxh & Xabex xxx Kaye, Xxholer, Fierman, Hays & Xandler are reasonably satisfactory) may, upon written notice to the indemnified party, assume the defense of such action is materially prejudiced thereby. If any such action shall be brought against an indemnified party and it shall give notice to claim or legal proceeding if (a) the indemnifying party acknowledges to the indemnified party in writing, within fifteen (15) days after receipt of notice from the indemnified party, its obligations to indemnify the indemnified party with respect to all elements of such claim based upon the facts then reasonably known to such indemnifying party, (b) the indemnifying party provides the indemnified party with evidence reasonably acceptable to the indemnified party that the indemnifying party will have the financial resources to defend against such third-party claim and fulfill its indemnification obligations hereunder, (c) the third-party claim involves only money damages and does not seek an injunction or other equitable relief, and (d) settlement or an adverse judgment of the commencement thereofthird-party claim is not, in the indemnifying good faith judgment of the indemnified party, likely to establish a pattern or practice materially adverse to the continuing business interests of the indemnified party. The indemnified party shall be entitled to participate therein and, to the extent that it shall wish, to assume in (but not control) the defense thereof with counsel satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such Section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation. If an indemnifying party assumes the defense of such an action: (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party's consent which shall not be unreasonably withheld unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person and no effect on any other claims that may be made against the indemnified party and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent. If notice is given to an indemnifying party of the commencement of any action and it 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 thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliates other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action at its cost or expense, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld).of

Procedure for Indemnification. Promptly after receipt by an indemnified party under Section 7.1 or 7.2 hereof of notice of the commencement of any action or assertion of any claim, such indemnified party shall, 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 or assertion thereof, but the failure so to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party except to the extent the indemnifying party demonstrates that the defense of such action is materially prejudiced thereby. If any such action shall be brought against an indemnified party and it shall give notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof with counsel satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such Section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation. If an indemnifying party assumes the defense of such an action: (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party's ’s consent which shall not be unreasonably withheld unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person and no effect on any other claims that may be made against the indemnified party and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent. If notice is given to an indemnifying party of the commencement of any action and it does not, within ten (10) business days after the indemnified party's ’s notice is given, give notice to the indemnified party of its election to assume the defense thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliates other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action at its cost or expense, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld). Purchaser and Seller shall indemnify and hold harmless the management of the Purchaser at the time of Closing for any Sales Tax Liability as was stated in the books and records of the Purchaser at the date of Closing.

Procedure for Indemnification. (i) Promptly after receipt by an indemnified party under Section 7.1 or 7.2 hereof of notice of the commencement of any action or assertion of any claimproceeding against it by a third party, such indemnified party shallwill, if a claim in respect thereof is to be made against an any indemnifying party under with respect to such Sectionaction, give notice to the indemnifying party of the commencement or assertion thereofof such claim, but the failure so to notify the indemnifying party shall will not relieve it 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 is materially prejudiced thereby. If any such action shall be brought against an indemnified party and it shall give notice to by the indemnifying party of the commencement thereof, the party’s failure to give such notice. (ii) The indemnifying party shall will be entitled to participate therein in such proceeding and, to the extent that it shall wish, wishes to assume the defense thereof of such proceeding with counsel reasonably satisfactory to such the indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such Section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation. If an indemnifying party assumes the defense of such an action: (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party's consent which shall not be unreasonably withheld unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person and no effect on any other claims that may be made against the indemnified party and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent. If notice is given to an indemnifying party of the commencement of any action and it 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 thereofof such proceeding, the indemnifying party shall will not, as long as it diligently conducts such defense, be bound by liable to the indemnified party for any determination made in such action fees of other counsel or any compromise or settlement thereof effected other expenses with respect to the defense of such proceeding subsequently incurred by the indemnified partyparty in connection with the defense of such proceeding. Notwithstanding In connection with any indemnification, the foregoing, if an indemnified party determines in good faith that there is a will cooperate with all reasonable probability that an action may materially and adversely affect it or its affiliates other than as a result requests of monetary damages, such indemnified party may, by notice to the indemnifying party, assume and will be reimbursed all of its reasonable out-of-pocket expenses incurred in such cooperation. A claim for indemnification for any matter not involving a third-party claim may be asserted by prompt written notice to the exclusive right party from whom indemnification is sought, subject to defend, compromise or settle such action at its cost or expense, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld)limitations contained in this Section 11.

Procedure for Indemnification. Promptly after receipt by an indemnified (a) If any party under Section 7.1 hereto shall claim indemnification hereunder arising from any claim or 7.2 hereof demand of notice a third party, the party seeking indemnification shall promptly notify the party from whom indemnification is sought in writing of the commencement basis for such claim or demand, setting forth the nature of the claim or demand in detail. The party against whom indemnification is sought shall have the right to compromise or, if appropriate, defend at its own cost and through counsel of its own choosing, any claim or demand of any action third party giving rise to such claim for indemnification. Such notice and the said opportunity to compromise or assertion of any claim, such indemnified party shalldefend, if a applicable, shall be conditions precedent to any asserted liability under this indemnity. In the event the party against whom indemnification is sought undertakes to compromise or defend any such claim or demand, it shall promptly notify the other party in respect thereof is writing of its intention to be made against an indemnifying do so and shall give the other party under such Section, give notice to security in that regard as such other party reasonably may request. The party claiming indemnification shall fully cooperate with the other party and its counsel in the defense or compromise of such claim or demand. After the assumption of the defense by the indemnifying party of the commencement or assertion thereof, but the failure so to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party except to the extent the indemnifying party demonstrates that the defense of such action is materially prejudiced thereby. If any such action shall be brought against an indemnified party and it shall give notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof with counsel satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereofparty, the indemnifying party shall not be liable to such indemnified party under such Section for any fees of legal or other counsel or any other expenses, in each case expenses subsequently incurred by such indemnified the party seeking indemnification, in connection with the defense thereofsuch defense, other than reasonable costs of investigation, but the party seeking indemnification may participate in such defense at its own expense. If an No settlement of a third party claim or demand defended by the party seeking indemnification shall be made without the written consent of the party from whom indemnification is sought. The indemnifying party assumes the defense shall not, except with written consent of such an action: (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party's , consent to the entry of a judgment or settlement which shall does not be unreasonably withheld unless (i) there is no finding or admission of any violation of law or any violation of include as an unconditional term thereof, the rights of any person and no effect on any other claims that may be made against the indemnified party and (ii) the sole relief provided is monetary damages that are paid in full giving by the indemnifying party; and (b) the indemnifying party shall have no liability with respect to any compromise claimant or settlement thereof effected without its consent. If notice is given to an indemnifying party of the commencement of any action and it does not, within ten (10) business days after the indemnified party's notice is given, give notice plaintiff to the indemnified party of its election to assume the defense thereofan unconditional release from all liability in respect of such third party claim or demand. (b) If any party shall claim indemnification hereunder for any claim other than a third party claim, the indemnifying party claiming indemnification shall promptly notify the other of the nature and amount of the claim; and payment therefor shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliates other than as a result of monetary damages, receiving such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action at its cost or expense, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld)forthwith upon receipt thereof.

Procedure for Indemnification. Promptly Each party indemnified under paragraph (a) or (b) of Section 4.01 shall, promptly after receipt by an indemnified party under Section 7.1 or 7.2 hereof of notice of the commencement of any action or assertion of any claim, against such indemnified party shall, if a claim in respect thereof is to of which indemnity may be made against an indemnifying party under such Sectionsought, give notice to the indemnifying party of the commencement or assertion thereof, but the failure so to notify the indemnifying party in writing of the commencement thereof. The omission of any indemnified party so to notify an indemnifying party of any such action shall not relieve it of the indemnifying party from any liability that in respect of such action which it may have to any such indemnified party except to on account of the extent indemnity agreement contained in paragraph (a) or (b) of Section 4.01, unless the indemnifying party demonstrates that was prejudiced by such omission, and in no event shall relieve the defense of indemnifying party from any other liability which it may have to such action is materially prejudiced therebyindemnified party. If In case any such action shall be brought against an any indemnified party and it shall give notice to the notify an indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall may wish, to assume the defense thereof thereof, with counsel satisfactory in any case to such indemnified party and, after notice from TDS. If the indemnifying party so assumes the defense thereof, it may not agree to any settlement of 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. If the indemnifying party of its election so to does not assume the defense thereof, it shall be bound by any settlement to which the indemnified party agrees, irrespective of whether the indemnifying party shall not be liable to such indemnified party under such Section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigationconsents thereto. If an indemnifying party assumes the defense any settlement of such an action: (a) no compromise or settlement thereof may be any claim is effected by the indemnifying party without the indemnified party's consent which shall not be unreasonably withheld unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person and no effect on any other claims that may be made against the indemnified party and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (b) the indemnifying party shall have no liability with respect prior to any compromise or settlement thereof effected without its consent. If notice is given to an indemnifying party of the commencement of any action and it 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 thereofrelating thereto, the indemnifying party shall be bound by thereby only if it has consented in writing thereto. In any determination made in such action or any compromise or settlement thereof effected by hereunder, the indemnified party. Notwithstanding party shall continue to be entitled to participate in the foregoingdefense thereof, with counsel satisfactory to TDS, even if an indemnified party determines in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliates other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying partyparty has assumed the defense thereof, assume the exclusive right to defend, compromise or settle such action at its cost or expense, but and the indemnifying party shall not be bound by any determination relieved of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld)the obligation hereunder to reimburse the indemnified party for the costs thereof.

Procedure for Indemnification. Promptly after receipt by an indemnified (a) Any party under Section 7.1 or 7.2 hereof of notice of the commencement of any action or assertion of any claim, such indemnified party shall, if hereto entitled to make a claim in respect thereof 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 assertion thereofthe facts constituting such claim, but describing the failure so to notify claim in reasonable detail, the amount thereof (if known), and the basis therefor. The indemnifying party shall not relieve it will be relieved of any liability that it may have to any indemnified party except its indemnification obligations hereunder solely to the extent the indemnifying party demonstrates that the defense of such action it is materially prejudiced therebyby the indemnified party’s failure to give such prompt notice. If any The party from whom indemnification is sought shall respond to each such claim within 30 days of receipt of such notice (the “Response Period”). No action shall be brought against an indemnified party and it shall give notice taken pursuant to the indemnifying provisions of this Agreement or otherwise by the party seeking indemnification (unless reasonably necessary to protect the rights of the commencement thereofparty seeking indemnification) until the expiration of the 30-day response period. (b) If a claim for indemnification hereunder is based on a claim by a third party, the indemnifying party shall be entitled to participate therein and, to have the extent that it shall wish, right to 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 may participate in any proceeding with counsel satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereofchoice at its expense. In such event, the indemnifying party 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 the indemnifying party), that involves any action by the Buyer other than the payment of money (which is to be paid in full, on behalf of the Seller, from the Escrow Fund (subject to the applicable conditions and limits contained in this ARTICLE VII)) shall not be liable to such indemnified party under such Section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation. If an indemnifying party assumes the defense of such an action: (a) no compromise or settlement thereof may be effected by the indemnifying party concluded without the indemnified party's consent prior written approval of the Buyer, which approval shall not be unreasonably withheld unless withheld, delayed or conditioned; and, provided further, that any such settlement or resolution contemplated by the Buyer, as the indemnifying party, that involves any action by Seller other than the payment of money (i) there which is no finding or admission of any violation of law or any violation of the rights of any person and no effect on any other claims that may to be made against the indemnified party and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (bBuyer) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent. If notice is given to an indemnifying party of the commencement of any action and it 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 thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliates other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action at its cost or expense, but the indemnifying party shall not be bound by any determination concluded without the prior written approval of an action so defended or any compromise or settlement thereof effected without its consent (the Seller, which approval shall not be unreasonably withheld), delayed or conditioned. (c) The party claiming indemnification shall reasonably cooperate with the indemnifying party and make available to the indemnifying party all pertinent information under its control. Without limiting the generality of the foregoing, the Buyer will, and will cause employees of the Company and the Subsidiaries to, reasonably cooperate with the Seller, at Seller’s expense, in connection with any matter for which 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 meet with) the Seller and/or its counsel to prepare for and/or appear as witnesses at depositions, court proceedings and/or trial and (iii) providing to the Seller and/or its counsel all information under the control of the Company or any of the Subsidiaries that is deemed reasonably necessary by the Seller and/or its counsel for the defense or prosecution of such matter.

Procedure for Indemnification. Promptly after receipt (a) All items covered by an Sections 12.1 and 12.2 and other indemnification provisions of this Agreement are referred to herein as "Indemnified Claims." An indemnified party under Section 7.1 or 7.2 hereof of notice of the commencement of any action or assertion of any claim, such indemnified party shall, 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 or assertion thereof, but the failure so to hereunder shall promptly notify the indemnifying party shall not relieve it in writing of the assertion of any liability that it may have to any claim asserted against the indemnified party except which might give rise to the extent an Indemnified Claim against the indemnifying party demonstrates stating the nature and basis of such claim and, if possible, the amount thereof. Except as set forth herein, and expressly subject to subsection (c) below, the indemnified party shall not pay or provide for the payment or settlement or discharge of any such claim, for a period of thirty days after the date such written notice was given to the indemnifying party, but thereafter may do so together with all costs and expenses incident thereto, unless within such thirty-day period the indemnifying party shall have provided the indemnified party with notice and evidence that the defense of indemnifying party reasonably disputes such action claim and agrees that, if adversely determined, it will otherwise discharge or satisfy such claim. (b) In the event that any action, suit or proceeding is materially prejudiced thereby. If any such action shall be brought against an indemnified party and it shall give notice with respect to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof with counsel satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such Section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation. If which an indemnifying party assumes may have liability under an indemnity contained in this Article XII or elsewhere in this Agreement, the defense of such an action: , suit or proceeding shall be defended (aincluding all proceedings on appeal or for review, which counsel for defendant shall reasonably deem appropriate) no compromise or settlement thereof may be effected by the indemnifying party without by counsel of its choice, provided the indemnified party's consent which shall not be unreasonably withheld unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person indemnifying party agrees in writing to indemnify and no effect on any other claims that may be made against hold the indemnified party and (ii) harmless for the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent. If notice is given to an indemnifying party of the commencement amount of any action and loss or judgment it 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 thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliates other than sustain as a result of monetary damagessuch action, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action at its cost or expense, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld).suit or

Procedure for Indemnification. Promptly after receipt by an indemnified party under Section 7.1 5.3, 5.41 5.6 or 7.2 hereof 5.7 of notice of the commencement of any action or assertion of any claimbrought by a third party, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Sectionsection, give notice to the indemnifying party of the commencement or assertion thereof, but the failure so to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party except to the extent the indemnifying party demonstrates that the defense of such action is materially prejudiced thereby. If In case any such action shall be brought against an indemnified party and it shall give notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such Section section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation. If an indemnifying party assumes the defense of such an action: (a) , no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party's consent (which shall not be unreasonably withheld withheld) unless (i) there is no finding or admission of any violation of 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 and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (b) . In any event, the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent. If notice is given to an indemnifying party of the commencement of any action and it 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 thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliates other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action at its cost or expense, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld).

Procedure for Indemnification. Promptly after receipt by an indemnified party under Section 7.1 SECTION 9.1 or 7.2 hereof 9.2 of notice of the commencement of any action for which indemnification is available under SECTION 9.1 or assertion of any claim9.2, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Sectionsection, give notice to the indemnifying party of the commencement or assertion thereof, but the failure so to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party except to the extent the indemnifying party demonstrates that the defense of such action is materially prejudiced thereby. If In case any such action shall be brought against an indemnified party and it shall give notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof with counsel satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such Section section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigationinvestigation and costs and expenses of legal counsel, if the indemnified party and the indemnifying party are both parties to the action and the indemnified party has been advised by counsel that there may be one or more defenses available to it and not available to the indemnifying party. If an indemnifying party assumes the defense of such an action: , (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party's consent (which shall not be unreasonably withheld withheld) unless (i) there is no finding or admission of any violation of 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 and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and party and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consentconsent (which shall not be unreasonably withheld). If notice is given to an indemnifying party of the commencement of any action and it 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 thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliates other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action at its cost or expenseaction, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld). An indemnified party may make payment of any Taxes at the time the same is due and payable, whether or not a proceeding relating thereto has been commenced, and such payment shall not affect its right to indemnification hereunder.

Procedure for Indemnification. Promptly after receipt by an indemnified party party, under Section 7.1 8.9.1 or 7.2 hereof 8.9.2, of notice of the commencement of any action or assertion of any claimaction, such the indemnified party shallshall 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 any of these Sections; but the omission of such Section, give notice to shall not relieve the indemnifying party of from liability which it may have to the commencement or assertion thereofindemnified party under this Section 8.9, but except to the failure so to notify extent that the indemnifying party is actually prejudiced by such failure to give notice, and shall not relieve it of the indemnifying party from any liability that which it may have to any indemnified party except to the extent the indemnifying party demonstrates that the defense of such otherwise than under this Section 8.9. In case any action is materially prejudiced thereby. If any such action shall be brought against an the indemnified party and party, it shall give notice to notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein andin, and to the extent that it shall wishchooses, to assume the defense thereof with counsel reasonably satisfactory to such the indemnified party andparty, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such Section for any fees of legal or other counsel or any other expenses, in each case expenses subsequently incurred by such the indemnified party in connection with the defense thereof; provided, other than reasonable costs of investigation. If an however, that 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 party has failed to take such an action:reasonable steps, or (a) no compromise if the indemnified party who is a defendant in any action or settlement thereof may be effected by proceeding which is also brought against the indemnifying party without the indemnified party's consent which shall not be unreasonably withheld unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person and no effect on any other claims that may be made against the indemnified party and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (b) the indemnifying party reasonably shall have no liability with respect to any compromise or settlement thereof effected without its consent. If notice is given to an indemnifying party of the commencement of any action and it does not, within ten (10) business days after the indemnified party's notice is given, give notice concluded that there are legal defenses available to the indemnified party of its election to assume the defense thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliates other than as a result of monetary damages, such indemnified party may, by notice which are not available to the indemnifying party, assume or (b) if representation of both parties by the exclusive same counsel is otherwise inappropriate under applicable standards of professional conduct, then the indemnified party shall have the right to defend, compromise assume or settle such action at continue its cost or expense, but own defense as set forth above. In no event shall the indemnifying party shall not be bound by any determination responsible for more than one firm or counsel for all indemnified parties unless it is inappropriate under applicable standards of an action so defended professional conduct for one firm or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld)counsel to represent all indemnified parties.

Procedure for Indemnification. Promptly after receipt by an indemnified party under Section 7.1 or 7.2 hereof In the event of notice a Party seeking indemnification from the other Party, the Party seeking indemnification (the “Indemnified Party”) shall promptly notify the other Party (the “Indemnitor”) in writing of the commencement of any action or assertion of any claimclaim and the Indemnitor shall manage and control, such indemnified party shallat its sole expense, 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 or assertion thereof, but the failure so to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party except to the extent the indemnifying party demonstrates that the defense of the claim and its settlement. Upon timely notice, once the Indemnitor assumes responsibility for such action is materially prejudiced thereby. If any such action shall be brought against an indemnified party and it shall give notice to the indemnifying party of the commencement thereofdefense, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof with counsel satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party Indemnitor shall not be liable to such indemnified party under such Section for any fees of other counsel litigation costs or any other expenses, in each case subsequently expenses incurred by such indemnified party the Indemnified Party without the prior written consent of the Indemnitor, provided, however, that the Indemnified Party may: (i) engage counsel to review and comment on the actions undertaken by Indemnitor in connection with the defense thereof, other than of any claim and Indemnitor shall pay the reasonable costs of investigation. If an indemnifying party assumes the defense of such an action: (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party's consent which shall not be unreasonably withheld unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person and no effect on any other claims that may be made against the indemnified party counsel; and (ii) may otherwise participate in the sole relief provided is monetary damages that are paid defense of any claim through its own counsel at its own expense. The Indemnified Party shall cooperate fully with the Indemnitor in full the defense of any such claim. The Indemnitor shall not accept any settlement which imposes liability not covered by this indemnification or restrictions on the indemnifying party; and (b) Indemnified Party without the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent. If notice is given to an indemnifying party prior written consent of the commencement of Indemnified Party. The Indemnified Party shall at the Indemnitor’s cost take such action as the Indemnitor may reasonably and properly require to defend any such claim, unless such action conflicts with or prejudices the Indemnified Party’s proper business interests, or might reasonably be expected to do so. Nothing contained in this Section 15.5 shall oblige the Indemnified Party to take any action or steps in its own name in defending any claim, action or proceedings. Notwithstanding any other rights of Lonza under this Agreement, in the event that any such claim against Elusys and it does notfor which Elusys is the Indemnitor results in the inability or prohibition of Lonza to manufacture the Anthim BDS, within ten (10) business days after then any lost Batch Price in respect of Batches that were scheduled under a binding order for manufacture during the indemnified party's notice is given, give notice period of such inability or prohibition that cannot be later rescheduled for production without disruption to the indemnified party of Lonza’s obligations to Elusys or its election to assume the defense thereof, the indemnifying party other customers shall be bound by any determination made included in the losses and damages resulting from such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoingclaim, if an indemnified party determines in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliates other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action at its cost or expense, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld)accordance with Section 5.3.

Procedure for Indemnification. THIRD PARTY CLAIMS. Promptly after receipt by an indemnified party under Section 7.1 12.2, 12.3 or 7.2 hereof 12.4 of oral or written notice of a claim or the commencement of any action or assertion of any claimproceeding against it, such indemnified party shall, 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 or assertion thereof, but the failure so to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party except to the extent the indemnifying party demonstrates that the defense of such action is materially prejudiced thereby. If In case any such action proceeding shall be brought against an indemnified party and it shall give notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wishwish (unless the indemnifying party is also a party to such proceeding and the indemnified party determines in good faith that joint-representation would be inappropriate), to assume the defense thereof with counsel reasonably satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such Section for any fees of other counsel or any other expensesexpenses with respect to the defense of such proceeding, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation. If an indemnifying party assumes the defense of such an action: proceeding, (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party's consent which shall not be unreasonably withheld unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person and no effect on any other claims that may be made against the indemnified party and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent. If notice is given to an indemnifying party of the commencement of any action and it 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 thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliates other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action at its cost or expense, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld).

Procedure for Indemnification. Promptly after After receipt by an ----------------------------- indemnified party under Section 7.1 13.1 or 7.2 hereof 13.2 of notice of the commencement of any action or assertion of any claimaction, such indemnified party shall, 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 or assertion thereof, but the failure so to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party except to the extent the indemnifying party demonstrates that the defense of such action is materially prejudiced thereby. If any such action shall be brought against an indemnified party and it shall give notice to the indemnifying party of the commencement thereof, the indemnifying indemnified party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof with counsel satisfactory to such indemnified party and, after notice from the indemnifying party to as such indemnified party of its election so to assume the defense thereof, thereof the indemnifying party shall not be liable to such indemnified party under such Section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation. If an indemnifying party assumes the defense of such an action: , (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party's consent (which shall not be unreasonably withheld withheld) unless (i) there is no finding or admission of any violation of 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 and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and party and (b) the indemnifying party shall have no liability with respect to any compromise or settlement settlements thereof effected without its consentconsent (which will shall not unreasonably withheld). If notice is given to an indemnifying party of the commencement of any action and it 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 thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliates other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, party assume the exclusive right to defend, compromise or settle such action at its cost or expenseaction, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld).

Procedure for Indemnification. Promptly after receipt by an indemnified party under Section 7.1 or 7.2 hereof Article 8 of notice of the commencement of any action or assertion of any claimaction, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Sectionthis Article 8, give notice to the indemnifying party of the commencement or assertion thereof, but the failure so to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party except to the extent the indemnifying party demonstrates that the defense of such action is materially prejudiced thereby. If In case any such action shall be brought against an indemnified party and it shall give notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, and to the extent that it shall wish, to assume the defense thereof with counsel satisfactory to such indemnified party and, after party. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such Section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation. If an indemnifying party assumes the defense of such an action: , (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party's consent (which shall not be unreasonably withheld withheld) unless (i) there is no finding or admission of any violation of 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 and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and party and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consentconsent (which shall not be unreasonably withheld). If notice is given to an indemnifying party of the commencement of any action and it 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 thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliates other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action at its cost or expenseaction, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld).

Procedure for Indemnification. Promptly after receipt by an indemnified party under (a) Any amounts to be distributed from the Holdback Account pursuant to Section 7.1 or 7.2 hereof shall be distributed pursuant to an escrow agreement to be mutually agreed upon by both parties on or prior to the Closing Date. (b) Within ten (10) days after receipt by a Indemnified Party or a Seller Indemnified Party (together the "Party") of notice of the commencement of any action or assertion of any a third party claim, such the indemnified party Party shall, if a any 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 Party; provided, however, that the commencement or assertion thereof, but the failure omission so to notify the indemnifying party Party shall not relieve it of the indemnifying Party from any liability that it which the indemnifying Party may have to the indemnified Party otherwise than under this subsection. In the event that any third party claim is made against the indemnified party except to Party and the extent indemnified Party notifies the indemnifying party demonstrates that the defense of such action is materially prejudiced thereby. If any such action shall be brought against an indemnified party and it shall give notice to the indemnifying party Party of the commencement thereof, the indemnifying party Party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof thereof, with counsel satisfactory to such the indemnified party andParty (who shall not except with the consent of the Party, after notice from be counsel to the indemnifying party 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 the expense of the indemnifying Party if the retention of such counsel has been specifically authorized by the indemnifying Party, if such counsel is retained because the indemnifying Party does not notify the indemnified party Party within twenty (20) days after receipt of its election so a claim notice that it elects to assume undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under such Section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation. If an indemnifying party assumes the defense of such an action: (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party's consent which shall not be unreasonably withheld unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person and no effect on any other claims that may be made against the indemnified party and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent. If notice is given to an indemnifying party of the commencement of any action and it 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 thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that an action basis on which the indemnified Party's interests may materially and adversely affect it or its affiliates other than as a result differ from those of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action at its cost or expense, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld)Party.

Procedure for Indemnification. Promptly after receipt by an (a) 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 7.1 or 7.2 hereof of shall give written notice of the commencement of any action or assertion of any claim, to such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Section, give notice effect to the indemnifying party of promptly upon becoming aware thereof. In such event, within 20 days after written notice by the commencement or assertion thereof, but the failure so to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party except to (the extent the indemnifying party demonstrates that the defense "Notice") of such action is materially prejudiced thereby. If any such action shall be brought against an indemnified party and it shall give notice to the indemnifying party of the commencement thereofdemand, claim or lawsuit, the indemnifying party shall have the right, at its sole cost and expense, to take and assume full control of the defense thereof and to hire counsel (which counsel shall be entitled reasonably satisfactory to participate therein andthe indemnified party) to defend any such demand, claim or lawsuit (provided, however, that the failure to give such Notice shall not relieve the indemnifying party of its obligations hereunder unless, and only to the extent that it shall wishthat, to assume such failure caused the defense thereof with counsel satisfactory to such indemnified party and, after notice from damages for which the indemnifying party is obligated to such 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 election so to assume own counsel at the defense thereof, cost and expense of the indemnifying party. In the event that the indemnifying party shall not be liable fail to such respond within 20 days after receipt of the Notice from the indemnified party under of any such Section for any fees of other counsel demand, claim or any other expenseslawsuit, in each case subsequently incurred by such then the indemnified party in connection with the defense thereof, other than reasonable costs of investigation. If an indemnifying party assumes may retain counsel and conduct the defense of such an action: (a) no compromise demand, claim or settlement thereof lawsuit, as it may be effected by the indemnifying party without the indemnified party's consent which shall not be unreasonably withheld unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person and no effect on any other claims that may be made against the indemnified party and (ii) in its sole discretion deem proper, at the sole relief provided is monetary damages that are paid in full by cost and expense of the indemnifying party; and. (b) the indemnifying party With regard to claims of third parties for which indemnification is payable hereunder, such indemnification shall have no liability with respect to any compromise be paid in advance of settlement or settlement final adjudication thereof effected without its consent. If notice is given to an indemnifying party on a current basis within 30 days of the commencement of any action and it does not, within ten (10) business days after the indemnified party's notice is given, give notice to receipt from the indemnified party of its election to assume the defense thereof, such supporting documentation as the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliates other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action at its cost or expense, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld)reasonably request.

Procedure for Indemnification. Promptly after receipt by an (a) 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 7.1 or 7.2 hereof of shall give written notice of the commencement of any action or assertion of any claim, to such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Section, give notice effect to the indemnifying party of promptly upon becoming aware thereof. In such event, within 20 days after written notice by the commencement or assertion thereof, but the failure so to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party except to (the extent the indemnifying party demonstrates that the defense “Notice”) of such action is materially prejudiced thereby. If any such action shall be brought against an indemnified party and it shall give notice to the indemnifying party of the commencement thereofdemand, claim or lawsuit, the indemnifying party shall have the right, at its sole cost and expense, to take and assume full control of the defense thereof and to hire counsel (which counsel shall be entitled reasonably satisfactory to participate therein andthe indemnified party) to defend any such demand, claim or lawsuit (provided, however, that the failure to give such Notice shall not relieve the indemnifying party of its obligations hereunder unless, and only to the extent that it shall wishthat, to assume such failure caused the defense thereof with counsel satisfactory to such indemnified party and, after notice from damages for which the indemnifying party is obligated to such 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 election so to assume own counsel at the defense thereof, cost and expense of the indemnifying party. In the event that the indemnifying party shall not be liable fail to such respond within 20 days after receipt of the Notice from the indemnified party under of any such Section for any fees of other counsel demand, claim or any other expenseslawsuit, in each case subsequently incurred by such then the indemnified party in connection with the defense thereof, other than reasonable costs of investigation. If an indemnifying party assumes may retain counsel and conduct the defense of such an action: (a) no compromise demand, claim or settlement thereof lawsuit, as it may be effected by the indemnifying party without the indemnified party's consent which shall not be unreasonably withheld unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person and no effect on any other claims that may be made against the indemnified party and (ii) in its sole discretion deem proper, at the sole relief provided is monetary damages that are paid in full by cost and expense of the indemnifying party; and. (b) To the indemnifying party extent that the Seller fails to indemnify the Buyer for any Liabilities, the Buyer shall have no liability with respect the right to any compromise or settlement thereof effected without its consent. If notice is given to an indemnifying party set off the Liabilitites against the unpaid principal amount of the commencement Note; provided that if it is determined by a court or mutually acceptable arbitrator that the amount set off by the Buyer was not appropriate and payment on amount set off under the Note was due, the portion of any action and it does not, within ten (10) business days after the indemnified party's notice is given, give notice amount that was not appropriate shall be paid by the Buyer to the indemnified party of its election to assume Seller along with interest at the defense thereof, current rate under the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by Buyer’s revolving credit facility from the indemnified party. Notwithstanding date the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliates other than as a result of monetary damages, such indemnified party may, by notice to payment under the indemnifying party, assume the exclusive right to defend, compromise or settle such action at its cost or expense, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld)Note was due.

Procedure for Indemnification. Promptly Each party indemnified under paragraph (a) or (b) of Section 8 hereof shall, promptly after receipt by an indemnified party under Section 7.1 or 7.2 hereof of notice of any claim or the commencement of any action or assertion of any claim, against such indemnified party shall, if a claim in respect thereof is to of which indemnity may be made against an indemnifying party under such Sectionsought, give notice to notify the indemnifying party part in writing of the claim or the commencement or assertion thereof; except, but that the failure so to notify the indemnifying party shall not relieve it of from any liability that it may have to any an indemnified party except on account of the indemnity agreement contained in paragraph (a) or (b) of Section 8 hereof, unless the indemnifying party was prejudiced by such failure and, then, only to the extent of such prejudice, and in no event shall such failure relieve the indemnifying party demonstrates from any other liability that the defense of it may have to such action is materially prejudiced therebyindemnified party. If any such claim or action shall be brought against an indemnified party party, and it shall give notice to notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein therein, and, to the extent that it shall wishwishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to such the indemnified party and, after party. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such Section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation. If an indemnifying party assumes the defense of such an action: (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party's consent which shall not be unreasonably withheld unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person and no effect on any other claims that may be made against the indemnified party and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent. If notice is given to an indemnifying party of the commencement of any action and it 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 thereofof such claim or action, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliates other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action at its cost or expense, but the indemnifying party shall not be bound liable to the indemnified party under Section 8 hereof for any legal or other expenses subsequently incurred by any determination the indemnified party in connection with the defense thereof other than reasonable costs of an action so defended investigation; except, that each Holder of Registrable Securities, its officers and directors, if any, and each person, if any, who controls such Holder within the meaning of the Securities Act, shall have the right to employ separate counsel to represent them if, in the reasonable judgment of such Holder or any compromise or settlement thereof effected without its consent (which such other person, it is advisable for them to be represented by separate counsel, and in that event the fees and expenses of one such separate counsel shall be paid by the Company. Any indemnifying party against whom indemnity may be sought under Section 8 hereof shall not be liable to indemnify an indemnified party for any settlement if such indemnified party enters into such settlement without the consent of the indemnifying party (which consent will not be unreasonably withheldwithheld if requested). The indemnifying party may not agree to any settlement of any such claim or other action as the result of which any remedy or relief, other than solely for 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. 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. If the indemnification provided for in Section 8 hereof shall for any reason be unavailable to an indemnified party in respect of any loss, claim, damage, liability, expense or judgment, 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 such loss, claim, damage, liability, expense or judgment, 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 that resulted in such loss, claim, damage, liability, expense or judgment, 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 that is the subject of such loss, claim, damage, liability, expense or judgment. The amount paid or payable by an indemnified party as a result of the loss, claim, damage, liability, expense or judgment, 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. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

Procedure for Indemnification. Promptly after receipt by an In the event that any Person not party to this Agreement shall make any demand or claim or file or threaten to file or continue any lawsuit, Purchase and Sale Agreement arbitration or similar proceeding against any Purchaser Indemnified Party or Sellers Indemnified Party, which demand, claim or lawsuit may result in a Loss (“Claim”), the indemnified party under Section 7.1 or 7.2 hereof of notice of the commencement of any action or assertion of any claim, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Section, shall give written notice to the indemnifying party of the commencement or assertion thereof, but the failure so to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party except to the extent the indemnifying party demonstrates that the defense (“Notice”) promptly upon becoming aware of such action is materially prejudiced therebymatter. If any In such action shall be brought against an indemnified party and it shall give notice to the indemnifying party event, within twenty (20) days after receipt of the commencement thereofNotice, the indemnifying party shall be entitled have the right, at its sole cost and expense, to participate therein andassume full control of the defense thereof and to hire counsel reasonably satisfactory to the indemnified party to defend any Claim (however, the failure to give Notice shall not relieve the indemnifying party of its obligations hereunder unless, and only to the extent that that, such failure caused any Loss with respect thereto to be greater than it shall wishwould have been had prompt notice been given). Thereafter, to assume the defense thereof with counsel satisfactory to such indemnified party and, after notice from may participate in such defense at its sole cost and expense. If both the indemnifying party to such and the indemnified party of its election so to assume the defense thereof, are named and/or impleaded parties in any such proceeding and the indemnifying party shall not proposes that the same counsel represent both parties and such representation by the same counsel would be liable inappropriate due to such actual or potential differing interests, then the indemnified party under 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 fails to respond within twenty (20) days after receipt of the Notice of any such Section for any fees of other counsel or any other expensesClaim, in each case subsequently incurred by such then the indemnified party in connection with the defense thereof, other than reasonable costs of investigation. If an indemnifying party assumes may retain counsel and conduct the defense of such an action: (a) no compromise or settlement thereof Claim, as it may be effected by the indemnifying party without the indemnified party's consent which shall not be unreasonably withheld unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person and no effect on any other claims that may be made against the indemnified party and (ii) in its sole discretion deem proper, at the sole relief provided is monetary damages that are paid in full by cost and defense of the indemnifying party; and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent. If notice is given to an indemnifying party of the commencement of any action and it 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 thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliates other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action at its cost or expense, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld).

Procedure for Indemnification. Promptly after receipt by an indemnified party under Section 7.1 or 7.2 hereof of notice of the commencement of any action or assertion of any claimaction, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Sectionparty, give notice to the indemnifying party of the commencement or assertion thereof, but the failure so to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party except to the extent the indemnifying party demonstrates that the defense of such action by the indemnifying party is materially prejudiced thereby. If In case any such action shall be brought against an indemnified party and it shall give notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof with counsel reasonable satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such Section section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation. , If an indemnifying party assumes assume the defense of such an action: : (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party's consent (which shall not be unreasonably withheld unless unreasonable withheld) unless: (i) there is no finding or admission of any violation of law or any violation of the rights of any person and which is not fully remedied by the payment referred to in clause; (ii) no adverse effect on any other claims that may be made against the indemnified party party; and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consentconsent (which shall not be reasonably withheld); and (c) the indemnified party will reasonably cooperate with the indemnifying party in the defense of such action. If notice is given to an indemnifying party of the commencement of any action and it does not, within ten (10) business fifteen days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines determined in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliates affiliated other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action at its cost or expenseaction, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld).

Procedure for Indemnification. Promptly Each party indemnified under paragraph (a) or (b) of this Section 4, or under Section 8(f) hereof, shall, promptly after receipt by an indemnified party under Section 7.1 or 7.2 hereof of notice of the commencement of any action or assertion of any claim, against such indemnified party shall, if a claim in respect thereof is to of which indemnity may be made against an indemnifying party under such Sectionsought, give notice to the indemnifying party of the commencement or assertion thereof, but the failure so to notify the indemnifying party in writing of the commencement thereof. The omission of any indemnified party so to notify an indemnifying party of any such action shall not relieve it of the indemnifying party from any liability that in respect of such action which it may have to any such indemnified party except to on account of the extent indemnity agreement contained in paragraph (a) or (b) of this Section 4, or under Section 8(f) hereof, unless the indemnifying party demonstrates that the defense of such action is was materially prejudiced therebyby such omission, and in no event shall relieve the indemnifying party from any other liability which it may have to such indemnified party. If In case any such action shall be brought against an any indemnified party and it such indemnified party shall give notice to the notify an indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall may wish, to assume the defense thereof jointly with counsel satisfactory to such indemnified party and, after notice from the any other indemnifying party to such indemnified party of its election so similarly notified, to assume the defense thereof, with counsel reasonably satisfactory in any case to CMS Enterprises. If the indemnifying party shall not be liable to such indemnified party under such Section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with so assumes the defense thereof, other than reasonable costs it may not agree to any settlement of investigationany such action as the result of which any remedy or relief shall be applied to or against the indemnified party, without the prior written consent of the indemnified party. If an the indemnifying party assumes does not assume the defense thereof, it shall be bound by any settlement to which the indemnified party agrees, irrespective of such an action: (a) no compromise or whether the indemnifying party consents thereto. If any settlement thereof may be of any claim is effected by the indemnifying party without the indemnified party's consent which shall not be unreasonably withheld unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person and no effect on any other claims that may be made against the indemnified party and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (b) the indemnifying party shall have no liability with respect prior to any compromise or settlement thereof effected without its consent. If notice is given to an indemnifying party of the commencement of any action and it 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 thereofrelating thereto, the indemnifying party shall be bound by thereby only if it has consented in writing thereto. In any determination made in such action or any compromise or settlement thereof effected by hereunder, the indemnified party. Notwithstanding party shall continue to be entitled to participate in the foregoingdefense thereof, with counsel reasonably satisfactory to CMS Enterprises, even if an indemnified party determines in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliates other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying partyparty has assumed the defense thereof, assume the exclusive right to defend, compromise or settle such action at its cost or expense, but and the indemnifying party shall not be bound by any determination relieved of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld)the obligation hereunder to reimburse the indemnified party for the legal expenses and other costs thereof.

Procedure for Indemnification. Promptly after receipt by an indemnified party under Section 7.1 or 7.2 hereof of notice of the commencement of any action or assertion of any claimaction, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Sectionparty, give notice to the indemnifying party of the commencement or assertion thereof, but the failure so to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party except to the extent the indemnifying party demonstrates that the defense of such action is materially prejudiced thereby. If In case any such action shall be brought against an indemnified party and it shall give notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof with counsel satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such Section section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation. If an indemnifying party assumes the defense of such an action: , (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party's consent consent, which shall not be unreasonably withheld unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person and no effect on any other claims that may be made against again the indemnified party and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and party and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent, which shall not be unreasonably withheld. If notice is given to an indemnifying party of the commencement of any action and it 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 thereof, the indemnifying 13 party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliates other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action at its cost or expenseaction, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (is consent, which shall not be unreasonably withheld).

Procedure for Indemnification. Promptly after receipt by an indemnified (a) Any party under Section 7.1 or 7.2 hereof of notice of the commencement of any action or assertion of any claim, such indemnified party shall, if entitled to make a claim in respect thereof 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 assertion the facts constituting such claim, describing the claim in reasonable detail, the amount thereof, but and the failure so to notify the basis therefor. The indemnifying party shall not relieve it will be relieved of any liability that it may have to any indemnified party except its indemnification obligations hereunder only to the extent that it is prejudiced by the indemnifying indemnified party’s failure to give such prompt notice. The party demonstrates that the defense from whom indemnification is sought shall respond to each such claim within twenty (20) days of receipt of such action is materially prejudiced therebynotice. If any such No action shall be brought against an indemnified party and it shall give notice taken pursuant to the indemnifying provisions of this Agreement or otherwise by the party seeking indemnification (unless reasonably necessary to protect the rights of the commencement thereofparty seeking indemnification) until the later of (i) the expiration of the 20-day response period, or (ii) thirty (30) days following the expiration of the 20-day response period if a response, received within such 20-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 a claim for indemnification hereunder is based on a claim by a third party, the indemnifying party shall be entitled to participate therein and, to have the extent that it shall wish, right to assume the entire control of the defense thereof with thereof, including at its own expense, employment of counsel reasonably satisfactory to such the indemnified party party, and, after notice from in connection therewith, the party claiming indemnification shall reasonably cooperate with the indemnifying party and make available to such the indemnifying party all pertinent requested information under its control; provided, that the indemnified party may participate in any proceeding with counsel of its election so to assume the defense thereofchoice at its own expense. In such event, the indemnifying party 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 Sellers or the Representative, as the indemnifying party, that involves any action by the Buyer other than the payment of an amount of money that is less than the remaining Escrow Amount shall not be liable to concluded without the prior written approval of the Buyer, unless such indemnified party under approval is unreasonably withheld, delayed or conditioned; and, provided further, that any such Section for settlement or resolution contemplated by the Buyer, as the indemnifying party, that involves any fees of other counsel or any other expenses, in each case subsequently incurred action by such indemnified party in connection with the defense thereof, Sellers other than reasonable costs the payment of investigation. If an indemnifying party assumes the defense of such an action: (a) no compromise or settlement thereof may money shall not be effected by the indemnifying party concluded without the prior written approval of each of the indemnified party's consent Sellers, which approval shall not be unreasonably withheld unless withheld, delayed or conditioned. Without limiting the generality of the foregoing, the Buyer will, and the Buyer will cause the employees of the Buyer and the Company to, cooperate fully with the Representative and each Seller in connection with any matter for which any Seller is the indemnifying party. Such cooperation shall include, without limitation, (i) there is no finding or admission assisting in the collection and preparation of any violation of law or any violation of the rights of any person and no effect on any other claims that may be made against the indemnified party and discovery materials, (ii) meeting with (and making employees available to meet with) the sole relief provided indemnifying Sellers and/or their counsel to prepare for and/or appear as witnesses at depositions, court proceedings and/or trial, and (iii) providing to the indemnifying Sellers and/or their counsel all information under the control of the Buyer or the Company that is monetary damages that are paid in full deemed necessary by the indemnifying party; andSellers and/or their counsel for the defense or prosecution of such matter. Sellers will reimburse Buyer for its reasonable out of pocket expenses incurred with respect to Buyer’s cooperation pursuant to this Section 7.4(b). (bc) (i) Notwithstanding the foregoing, if (A) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent. If notice is given to an indemnifying party of the commencement of any action and it does not, within ten (10) business days after the indemnified party's notice is given, not give written notice to the indemnified party of its election within the period specified in Section 7.4(a) stating that the indemnifying party has elected to assume the defense thereofof such third-party claim, (B) at any time the indemnifying party shall be bound by any determination made fail to carry out such defense or handling diligently and in such action manner as is reasonable under the circumstances, (C) the third-party claim involves such matters as in the good faith judgment of the Buyer may result in a material adverse impact on the business, obligations, assets, liabilities (absolute, accrued, contingent or any compromise otherwise), condition (financial or settlement thereof effected by otherwise), material customer or supplier relationships or prospects of the Buyer or its Affiliates or (D) the indemnified party. Notwithstanding party has reasonably determined, upon advice of counsel, that having common counsel with the foregoingindemnifying party would present such counsel with a conflict of interest or that, if an indemnified party determines in good faith that upon advice of counsel, there is a reasonable probability that an action may materially and adversely affect it or its affiliates other than as a result of monetary damages, be legal defenses available to such indemnified party may, by notice which are different from or in addition to those available to the indemnifying party, assume then the exclusive right to defend, compromise or settle such action at its cost or expense, but the indemnifying party provisions of Section 7.4(c)(ii) below shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld)govern.

Procedure for Indemnification. Promptly Each party indemnified under paragraph (a) or (b) of this Section 4, or under Section 8(f) hereof, shall, promptly after receipt by an indemnified party under Section 7.1 or 7.2 hereof of notice of the commencement of any action or assertion of any claim, against such indemnified party shall, if a claim in respect thereof is to of which indemnity may be made against an indemnifying party under such Sectionsought, give notice to the indemnifying party of the commencement or assertion thereof, but the failure so to notify the indemnifying party in writing of the commencement thereof. The omission of any indemnified party so to notify an indemnifying party of any such action shall not relieve it of the indemnifying party from any liability that in respect of such action which it may have to any such indemnified party on account of the indemnity agreement contained in paragraph (a) or (b) of this Section 4, or under Section 8(f) hereof, except to the extent that the indemnifying party demonstrates that was prejudiced by such omission, and in no event shall relieve the defense of indemnifying party from any other liability which it may have to such action is materially prejudiced therebyindemnified party. If In case any such action shall be brought against an any indemnified party and it such indemnified party shall give notice to the notify an indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof thereof, with counsel satisfactory to such indemnified party and, after notice from 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. If the indemnifying party of its election so to does not assume the defense thereof, it shall be bound by any settlement to which the indemnified party agrees, irrespective of whether the indemnifying party shall not be liable to such indemnified party under such Section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigationconsents thereto. If an indemnifying party assumes the defense any settlement of such an action: (a) no compromise or settlement thereof may be any claim is effected by the indemnifying party without the indemnified party's consent which shall not be unreasonably withheld unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person and no effect on any other claims that may be made against the indemnified party and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (b) the indemnifying party shall have no liability with respect prior to any compromise or settlement thereof effected without its consent. If notice is given to an indemnifying party of the commencement of any action and it 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 thereofrelating thereto, the indemnifying party shall be bound by thereby only if it has consented in writing thereto. In any determination made in such action or any compromise or settlement thereof effected by hereunder, the indemnified party. Notwithstanding party shall continue to be entitled to participate in the foregoingdefense thereof, with counsel of its own choice, even if an indemnified party determines in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliates other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying partyparty has assumed the defense thereof, assume the exclusive right to defend, compromise or settle such action at its cost or expense, but and the indemnifying party shall not be bound by any determination relieved of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld)the obligation hereunder to reimburse the indemnified party for the costs thereof.

Procedure for Indemnification. Promptly after receipt The following procedure shall apply with LOULibrary 710692v.4 respect to any claims or proceedings covered by an indemnified the indemnification obligations in this Article 11. (a) The party seeking indemnification under Section 7.1 or 7.2 hereof of notice of this Article 11 (the commencement of any action or assertion of any claim, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Section, "Claimant") shall give written notice to the indemnifying party from whom indemnification is sought (the "Indemnitor"), specifying the basis on which indemnification is sought and such other information known to the Claimant regarding the indemnification claim, promptly, but in no event later than 10 business days, after the Claimant learns of the commencement claim or assertion thereof, but proceeding; provided that the failure so to notify the indemnifying party give such notice shall not relieve it the Indemnitor of any liability that it may have its obligations hereunder if the Claimant uses its best efforts to any indemnified party mitigate Claimant's damages, except to the extent Indemnitor is actually prejudiced. Notwithstanding anything to the indemnifying contrary contained herein, in the event that a Claimant gives notice to the Indemnitor within such 10 business day time period set forth above, the Claimant shall have no obligation to mitigate Claimant's damages under this paragraph 11.4(a). (b) With respect to any third-party demonstrates that claims or proceedings as to which the Claimant is entitled to indemnification, the Indemnitor shall have the right to select and employ counsel of its own choosing reasonably satisfactory to the Claimant to defend against any such claim or proceeding, to assume control of the defense of such action is materially prejudiced therebyclaim or proceeding, and to compromise, settle or otherwise dispose of the same, if the Indemnitor deems it advisable to do so, all at the expense of the Indemnitor; provided, that the Indemnitor conducts the defense actively and diligently and in a manner to minimize the risk of the Claimant becoming subject to any liability for any other material matter. If any such action Further, the Indemnitor shall be brought against an indemnified party and it shall give notice not consent to the indemnifying party entry of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof with counsel satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such Section for any fees of other counsel judgment or enter into any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation. If an indemnifying party assumes the defense of such an action: (a) no compromise or settlement thereof may be effected by the indemnifying with respect any third-party claim without the indemnified party's prior written consent which shall not be unreasonably withheld of the Claimant unless such judgment, compromise or settlement (i) there is provides for the payment by the Indemnitor of money as sole relief for the claimant, (ii) results in the full and general release of Buyer Indemnified Persons or Seller Indemnified Persons, as applicable, from all liabilities arising or relating to, or in connection with, the third-party claim, and (iii) involves no finding or admission of any violation of law laws, rules or any violation of regulations or the rights of any person and has no effect on any other claims that may be made against the indemnified party and (ii) Claimant. The Claimant may elect to participate in the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent. If notice is given to an indemnifying party of the commencement defense of any action such third party claim, and it does notmay, within ten (10) business days after the indemnified party's notice is givenat its sole expense, give notice to the indemnified party of its election to assume the defense thereof, the indemnifying party shall be bound by any determination made retain separate counsel in such action or any compromise or settlement thereof effected by the indemnified partyconnection therewith. Notwithstanding the foregoing, if in the reasonable opinion of the Claimant, any such claim or the litigation or resolution of any such claim involves an indemnified party determines in good faith issue or matter that there is could have a reasonable probability that an action may materially and adversely affect it material adverse effect on the on the business, operations, condition (financial or its affiliates other than as a result otherwise), assets or earnings of monetary damagesthe Claimant, such indemnified party may, by notice to the indemnifying party, assume Claimant shall have the exclusive right to defend, compromise control the defense or settle settlement of any such action at claim or demand and its cost or expense, but reasonably costs and expenses shall be included as part of the indemnifying party indemnification obligation of the Indemnitor. The Claimant shall not be bound by settle or compromise any determination such third party claim without the prior consent of an action so defended or any compromise or settlement thereof effected without its the Indemnitor, which consent (which shall not be unreasonably withheld. The parties will fully cooperate in any such action, and shall make available to each other any books or records useful for the defense of any such claim or proceeding. (c) Notwithstanding the foregoing, in the event of any Medicare or tax audit or investigation or other third-party claim involving the conduct of the Business prior to Closing, Seller Affiliates shall maintain the right, even if Buyer Indemnified Persons have taken control of the defense of such matter pursuant to paragraph 11.4(b) above, to remain actively and LOULibrary 710692v.4 directly involved in responding to any information requests, interacting with the third-party claimant(s) and/or investigator(s), formulating and implementing any necessary litigation strategy, and otherwise participating in the defense of any claim for which such Seller Affiliates could be financially responsible.

Procedure for Indemnification. Promptly after receipt by an indemnified party under Section 7.1 or 7.2 hereof 12.1 of notice of the commencement of any action or assertion of any claimaction, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Sectionsection, give notice to the indemnifying party of the commencement or assertion thereof, but the failure so to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party except to the extent the indemnifying party demonstrates that the defense of such action is materially prejudiced thereby. If In case any such action shall be brought against an indemnified party and it shall promptly give notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, within ten Business Days of receipt of such notice, to assume the defense thereof with counsel satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such Section section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation. If an indemnifying party assumes the defense of such an action: , (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party's consent which shall not be unreasonably withheld unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person the indemnified party and no effect on any other claims that may be made against the indemnified 37 party and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and party and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consentconsent (which shall not be unreasonably withheld). If notice is given within ten Business Days to an indemnifying party of the commencement of any action and it 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 thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliates Affiliates other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action at its cost or expenseaction, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld).

Procedure for Indemnification. Promptly after receipt by an indemnified party under Section 7.1 or 7.2 hereof Article 7 of notice of the commencement of any action or assertion of any claimaction, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Sectionthis Article 7, give notice (each an "Indemnification Notice") to the indemnifying party of the commencement or assertion thereof, but the failure so to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party except to the extent the indemnifying party demonstrates that the defense of such action is materially prejudiced thereby. If In case any such action shall be brought against an indemnified party and it shall give notice an Indemnification Notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, and to the extent that it shall wish, to assume the defense thereof with counsel satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such Section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation. If an indemnifying party assumes the defense of such an action: , (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party's consent (which shall not be unreasonably withheld withheld) unless (i) there is no finding or admission of any violation of 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 and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and party and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consentconsent (which shall not be unreasonably withheld). If notice is given to an indemnifying party of the commencement of any action and it 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 thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliates other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action at its cost or expenseaction, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld).. -------------------------------------------------------------------------------- AGREEMENT AND PLAN OF MERGER-Page 23 New Visual Entertainment, Inc./New Wheel Technology, Inc.

Procedure for Indemnification. Promptly after receipt by an indemnified a party under Section 7.1 or 7.2 hereof of hereto (hereinafter the “Indemnified Party”) has received notice of or has knowledge of any claim by a Person not a party to this Agreement (a “Third Party”) or the commencement of any action or assertion of any claimproceeding by a Third Party, such indemnified party the Indemnified Party shall, if as a condition precedent to a claim in with respect thereof is to be thereto being made against an indemnifying any party under such Sectionobligated to provide indemnification pursuant to this Agreement (hereinafter the “Indemnifying Party”), give the Indemnifying Party written notice to the indemnifying party of such claim or the commencement or assertion thereof, but the failure so to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party except to the extent the indemnifying party demonstrates that the defense of such action is materially prejudiced therebyor proceeding (the “Notice”). If any The Notice shall state the nature and the basis of such action shall be brought against an indemnified party claim and it shall give notice to the indemnifying party a reasonable estimate of the commencement amount thereof. The Indemnifying Party, after receipt of the indemnifying party Notice, may elect to defend and settle, at its own expense and by its own counsel, each such matter so long as the Indemnifying Party pursues the same diligently and in good faith and the settlement does not involve injunction or equitable relief or involve criminal penalties or adversely affect the business of Buyer or the Business. The Indemnified Party shall be entitled to participate therein and, to cooperate with the extent that it shall wish, to assume Indemnifying Party and its counsel in the defense thereof with counsel satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense and in any settlement thereof, the indemnifying party shall not be liable to such indemnified party under such Section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation. If an indemnifying party assumes the defense of such an action: (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party's consent which shall not be unreasonably withheld unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person and no effect on any other claims that may be made against the indemnified party and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent. If notice is given to an indemnifying party of the commencement of any action and it 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 thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoingThe foregoing notwithstanding, if an indemnified party determines the Indemnifying Party fails diligently to defend any such matter to which the Indemnified Party is entitled to indemnification hereunder or if the claim involves criminal penalties, or the Indemnified Party in good faith determines that there is a reasonable probability that an action may materially and adversely the claim might have a material adverse affect it or its affiliates on the Business (other than as a result of monetary damagesdamages for which it would be entitled to indemnification hereunder), the Indemnified Party may undertake such indemnified party may, by notice to defense (which it must pursue diligently and in good faith) through counsel of its choice and at the indemnifying party, assume the exclusive right to defend, compromise or settle such action at its cost or Indemnifying Party’s expense, but which shall be paid by the indemnifying party Indemnifying Party as such costs arc incurred, provided that the Indemnifying Party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected of any such claim so defended by the Indemnified Party without its the Indemnifying Party’s consent (which shall may not be unreasonably withheld).

Procedure for Indemnification. Promptly Each party indemnified under Section 8(a) or 8(b) hereof shall, promptly after receipt by an indemnified party under Section 7.1 or 7.2 hereof of notice of the commencement of any action or assertion of any claim, against such indemnified party shall, if a claim in respect thereof is to of which indemnity may be made against an indemnifying party under such Sectionsought, give notice to the indemnifying party of the commencement or assertion thereof, but the failure so to notify the indemnifying party 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 from any liability in respect of such action which it may have to such indemnified party on account of the indemnity agreement contained in Section 8(a) or 8(b) hereof, except to the extent that the indemnifying party was or is actually prejudiced thereby, and in no event shall relieve the indemnifying party from any other liability that it may have to any such indemnified party except to the extent the indemnifying party demonstrates that the defense of such action is materially has not actually been prejudiced thereby. If In case any such action shall be brought against an any indemnified party and it such indemnified party shall give notice to the notify an indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall may wish, to assume the defense thereof jointly with counsel satisfactory to such indemnified party and, after notice from the any other indemnifying party to such indemnified party of its election so similarly notified, to assume the defense 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 within a reasonable time to, assume the defense of an action shall be obligated to pay the fees and expenses of counsel for the indemnified party; provided, however, that the indemnifying party shall not be liable obligated to pay the fees and the expenses of more than one counsel (plus local counsel) for all parties who may be indemnified by such indemnifying party with respect to such action, unless in the opinion of counsel a conflict of interest exists between such indemnified party under such Section for any fees of other counsel or and any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigationrespect to such action. If an the indemnifying party assumes does not assume the defense of such an action: (a) no compromise or , it shall be bound by any settlement thereof may be effected by to which the indemnified party agrees, irrespective of whether the indemnifying party without the indemnified party's consent which shall not be unreasonably withheld unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person and no effect on any other claims consents thereto; provided, however, that may be made against the indemnified party and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (b) if the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent. If notice is given to an indemnifying party of the commencement of any action and it 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 not assume the defense thereofof action because of a conflict of interest that prevented it from doing so, then the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by to which the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that an action may materially agrees and adversely affect it or its affiliates other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action at its cost or expense, but which the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent consents (which 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 thereof.

Procedure for Indemnification. Promptly after receipt by an (a) The indemnified party under Section 7.1 or 7.2 hereof of notice of the commencement of any action or assertion of any claim, such indemnified party shall, 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 or assertion thereof, but the failure so to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party except to the extent the indemnifying party demonstrates that the defense of such action is materially prejudiced thereby. If any such action shall be brought against an indemnified party and it shall give notice to the indemnifying party within 45 days after an executive officer thereof obtains actual knowledge of any claim as to which recovery may be sought against the indemnifying party because of the commencement thereofindemnity in this Article X. If such claim does not arise from the claim of a third party, the indemnifying party shall be entitled have 45 days after such notice to participate therein andeither cure the conditions giving rise to such claim or to provide the indemnified party with evidence that such claim is not subject to indemnity under this Article X, in either case, to the extent that it indemnified party's satisfaction. If such indemnity shall wisharise from the claim of a third party, the indemnified party shall permit the indemnifying party to assume the defense thereof with counsel satisfactory of any such claim or any litigation resulting from such claim; provided, however, Seller shall have no right to such assume the defense of any claim or litigation which could, in the reasonable good faith judgment of Buyer, result in the interruption or cessation of the Business as then conducted by Buyer. Notwithstanding the foregoing, the right to indemnification hereunder shall not be affected by any failure or delay of the indemnified party andin giving such notice unless, after notice from and then only to the extent that, the rights and remedies of the indemnifying party shall have been prejudiced as a result of the failure to give, or the delay in giving, such notice. Failure by the indemnifying party to such notify an indemnified party of its election so to assume defend any such claim or action by a third party within 30 days after notice thereof shall have been given to the indemnifying party shall be deemed a waiver by the indemnifying party of its right to defend such claim or action. (b) If the indemnifying party assumes the defense thereofof such third-party claim or litigation resulting therefrom, the obligations of the indemnifying party hereunder as to such claim shall include taking all steps necessary in the defense or settlement of such claim or litigation and holding the indemnified party harmless against any and all Damages caused by or arising out of any settlement approved by the indemnifying party or any judgment in connection with such claim or litigation. Except with the prior written consent of the indemnified party, which shall not be unreasonably withheld, the indemnifying party shall not, in the defense of such claim or any litigation resulting therefrom, consent to the entry of any judgment (other than a judgment of dismissal on the merits without costs), or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the indemnified party a release from all Damages in respect of such claim or litigation. (c) If the indemnifying party does not assume the defense of any such third-party claim or litigation resulting therefrom, the indemnified party may defend against such claim or litigation in such manner as it deems appropriate but may not settle such claim or litigation without the prior written consent of the indemnifying party, which consent shall not be liable to such unreasonably withheld. (d) Within 30 days of the indemnified party's written request, the indemnifying party shall reimburse the indemnified party under in cash for the amount of any judgment or settlement rendered with respect to any claim by a third party in such Section litigation and for any fees of other counsel or any other expenses, in each case subsequently all Liabilities incurred by such the indemnified party in connection with the defense thereofagainst such claim or litigation, other than reasonable costs of investigation. If an indemnifying party assumes the defense of such an action: (a) no compromise and for all Damages suffered or settlement thereof may be effected incurred by the indemnifying party without the indemnified party's consent which shall not be unreasonably withheld unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person and no effect on any other claims that may be made against the indemnified party and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent. If notice is given to an indemnifying party of the commencement of any action and it 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 thereof, the indemnifying party shall be bound by any determination made matters specified in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliates other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action at its cost or expense, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld)Section 10.1.

Procedure for Indemnification. Promptly after receipt by an indemnified party under Section 7.1 Sections 10.01 or 7.2 hereof 10.02 of notice of the commencement of any action for which indemnification is available under Section 10.01 or assertion of any claim10.02, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Sectionsection, give notice to the indemnifying party of the commencement or assertion thereof, but the failure so to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party except to the extent the indemnifying party demonstrates that the defense of such action is materially prejudiced thereby. If In case any such action shall be brought against an indemnified party and it shall give notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such Section section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigationinvestigation and costs and expenses of legal counsel if the indemnified party and the indemnifying party are both parties to the action and the indemnified party has been advised by counsel to the indemnifying party that a conflict of interest exists as a result of the representation of both parties. If an indemnifying party assumes the defense of such an action: , (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party's consent (which shall not be unreasonably withheld withheld) unless (i) there is no finding or admission of any violation of 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 and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and party and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent. If notice is given to an indemnifying party of the commencement of any action and it 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 thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliates other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action at its cost or expenseaction, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld).

Procedure for Indemnification. Promptly The party that is entitled to be indemnified hereunder (the “Indemnified Party”) by the party required to indemnify hereunder (the “Indemnifying Party”) shall follow the procedures set forth below. (a) The Indemnified Party will promptly give notice hereunder to the Indemnifying Party after receipt by an indemnified party under Section 7.1 or 7.2 hereof of obtaining notice of any claim as to which recovery may be sought against the commencement Indemnifying Party. However, the right to indemnification hereunder will not be affected by any delay in or failure of an Indemnified Party to give any action or assertion of any claimnotice, such indemnified party shallunless, 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 or assertion thereof, but the failure so to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party except and then only to the extent that, the indemnifying rights and remedies of the Indemnifying Party will have been prejudiced as a result of the failure to give, or delay in giving, notice. (b) If the indemnity claim arises from the claim of a third-party demonstrates that who is not then doing business with the Buyer, the Indemnified Party will permit the Indemnifying Party to assume the defense of any such claim and any litigation resulting from such claim. If the Indemnifying Party fails to notify an Indemnified Party of its election to defend any such claim or action by a third party with respect to which it has the option to defend within 30 days after the Indemnifying Party receives notice of such claim or action, then the Indemnifying Party will be deemed to have waived its right to defend such claim or action. If the Indemnifying Party assumes the defense of a third-party claim, the obligations of the Indemnifying Party as to such claim will include taking all steps necessary in the defense or settlement of such claim or litigation and holding the Indemnified Party harmless from and against any and all damages caused by or arising out of any settlement approved by the Indemnifying Party or any judgment in connection with such claim or litigation. The Indemnifying Party shall not, in the defense of such action is materially prejudiced therebyclaim or any litigation resulting therefrom, consent to entry of any judgment (other than a judgment of dismissal on the merits without costs) except with the written consent of the Indemnified Party, or enter into any settlement (except with the written consent of the Indemnified Party) which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such claim or litigation. If The non-defending party may, with counsel of its choice and at its expense, participate in the defense of any such action shall be brought against an indemnified party and it shall give notice to claim or litigation. (c) If the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, to Indemnifying Party does not assume the defense thereof with counsel satisfactory to of any such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereofclaim or litigation by a third-party, the indemnifying party shall not be liable Indemnified Party may defend against such claim or litigation in such manner as it deems appropriate. Unless the Indemnifying Party deposits with the Indemnified Party a sum equivalent to the total amount demanded in such indemnified party under claim or litigation plus the Indemnified Party’s estimate of the costs of defending the same, the Indemnified Party may settle such Section claim or litigation on such terms as it may deem appropriate and the Indemnifying Party will promptly pay or reimburse the Indemnified Party for all expenses in defending any fees claim, for the amount of other counsel or any other expensessettlement, in each case subsequently and for all damages incurred by such indemnified party the Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. If an indemnifying party assumes the defense of such an action: (a) no compromise claim or settlement thereof may be effected by the indemnifying party without the indemnified party's consent which shall not be unreasonably withheld unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person and no effect on any other claims that may be made against the indemnified party and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent. If notice is given to an indemnifying party of the commencement of any action and it 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 thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliates other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action at its cost or expense, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld)litigation.

Procedure for Indemnification. Promptly after receipt by an indemnified (a) Any party under Section 7.1 or 7.2 hereof of notice of the commencement of any action or assertion of any claim, such indemnified party shall, if entitled to make a claim in respect thereof 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 assertion the facts constituting such claim, describing the claim in reasonable detail, the amount thereof, but and the failure so to notify the basis therefor. The indemnifying party shall not relieve it will be relieved of any liability that it may have to any indemnified party except its indemnification obligations hereunder only to the extent that it is prejudiced by the indemnifying indemnified party’s failure to give such prompt notice. The party demonstrates that the defense from whom indemnification is sought shall respond to each such claim within twenty (20) days of receipt of such action is materially prejudiced therebynotice. If any such No action shall be brought against an indemnified party and it shall give notice taken pursuant to the indemnifying provisions of this Agreement or otherwise by the party seeking indemnification (unless reasonably necessary to protect the rights of the commencement thereofparty seeking indemnification) until the later of (i) the expiration of the 20-day response period, or (ii) thirty (30) days following the expiration of the 20-day response period if a response, received within such 20-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 a claim for indemnification hereunder is based on a claim by a third party, the indemnifying party shall be entitled to participate therein and, to have the extent that it shall wish, right to assume the entire control of the defense thereof with thereof, including at its own expense, employment of counsel reasonably satisfactory to such the indemnified party party, and, after notice from in connection therewith, the party claiming indemnification shall reasonably cooperate with the indemnifying party and make available to such the indemnifying party all pertinent requested information under its control; provided, that the indemnified party may participate in any proceeding with counsel of its election so to assume the defense thereofchoice at its own expense. In such event, the indemnifying party 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 Sellers or the Representative, as the indemnifying party, that involves any action by the Buyer other than the payment of an amount of money that is less than the remaining Escrow Amount shall not be liable to concluded without the prior written approval of the Buyer, unless such indemnified party under approval is unreasonably withheld, delayed or conditioned; and, provided further, that any such Section for settlement or resolution contemplated by the Buyer, as the indemnifying party, that involves any fees of other counsel or any other expenses, in each case subsequently incurred action by such indemnified party in connection with the defense thereof, Sellers other than reasonable costs the payment of investigation. If an indemnifying party assumes the defense of such an action: (a) no compromise or settlement thereof may money shall not be effected by the indemnifying party concluded without the prior written approval of each of the indemnified party's consent Sellers, which approval shall not be unreasonably withheld unless withheld, delayed or conditioned. Without limiting the generality of the foregoing, the Buyer will, and the Buyer will cause the employees of the Buyer and the Company to, cooperate fully with the Representative and each Seller in connection with any matter for which any Seller is the indemnifying party. Such cooperation shall include, without limitation, (i) there is no finding or admission assisting in the collection and preparation of any violation of law or any violation of the rights of any person and no effect on any other claims that may be made against the indemnified party and discovery materials, (ii) meeting with (and making employees available to meet with) the sole relief provided indemnifying Sellers and/or their counsel to prepare for and/or appear as witnesses at depositions, court proceedings and/or trial, and (iii) providing to the indemnifying Sellers and/or their counsel all information under the control of the Buyer or the Company that is monetary damages that are paid in full deemed necessary by the indemnifying party; andSellers and/or their counsel for the defense or prosecution of such matter. Sellers will reimburse Buyer for its reasonable out of pocket expenses incurred with respect to Buyer’s cooperation pursuant to this Section 7.4(b). (bi) Notwithstanding the foregoing, if (A) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent. If notice is given to an indemnifying party of the commencement of any action and it does not, within ten (10) business days after the indemnified party's notice is given, not give written notice to the indemnified party of its election within the period specified in Section 7.4(a) stating that the indemnifying party has elected to assume defense of such third-party claim, (B) at any time the indemnifying party shall fail to carry out such defense thereofor handling diligently and in such manner as is reasonable under the circumstances, (C) the third-party claim involves such matters as in the good faith judgment of the Buyer may result in a material adverse impact on the business, obligations, assets, liabilities (absolute, accrued, contingent or otherwise), condition (financial or otherwise), material customer or supplier relationships or prospects of the Buyer or its Affiliates or (D) the indemnified party has reasonably determined, upon advice of counsel, that having common counsel with the indemnifying party would present such counsel with a conflict of interest or that, upon advice of counsel, there may be legal defenses available to such indemnified party which are different from or in addition to those available to the indemnifying party, then the provisions of Section 7.4(c)(ii) below shall govern. (ii) The indemnified party may, at the indemnifying party’s expense, select counsel reasonably satisfactory to the indemnifying party to defend or handle such third-party claim in a manner that is reasonable under the circumstances; provided, however, that the indemnified party shall keep the indemnifying party timely apprised of the status of such third-party claim. The indemnified party shall not settle such third-party claim without the prior written consent of the indemnifying party (which consent shall not be unreasonably withheld, conditioned or delayed). If the indemnified party defends or handles such third-party claim, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by cooperate with the indemnified party. Notwithstanding party and shall be entitled to participate in the foregoing, if an indemnified defense of handling of such third-party determines in good faith that there is a reasonable probability that an action may materially claim with its own counsel and adversely affect it or its affiliates other than as a result of monetary damages, such indemnified party may, by notice to at the indemnifying party’s expense. In addition, in the event that the indemnifying party is not permitted to assume the exclusive right to defenddefense of the third-party claim solely by virtue of clause (D) of subparagraph (c)(i) above, compromise or settle such action at its cost or expense, but then the indemnifying party shall not be bound permitted to pursue, at its own expense, settlement discussions directly with any other parties involved in such third-party claim. Notwithstanding the preceding sentence, the indemnifying party shall not, without the prior written consent of the indemnified party agree to a settlement of any third-party claim, unless (A) the settlement is for monetary damages only for amounts which the Sellers agree to pay, and with respect to claims by any determination indemnified party provides an unconditional release and discharge of an action so defended the indemnified parties, and the indemnified party has no reasonable good faith objection to the form or any compromise or settlement thereof effected without its consent substance of such discharge and release and (which B) the indemnified party shall not be unreasonably withheldhave reasonably objected to any such settlement on the grounds that the circumstances surrounding the settlement could adversely impact the business, operations, assets, liabilities (absolute, accrued, contingent or otherwise), condition, financial or otherwise, material or customer or supplier relationships of the Buyer or its Affiliates or could establish or contribute to a precedential customer practice which could have a material adverse effect on the continuing business interest of the Buyer or its Affiliates.

Procedure for Indemnification. Promptly after receipt 7.4.1 In the event that any legal proceedings are instituted, or any claim or demand is asserted, by an any third party which may give rise to any damage, liability, loss, or cost or expense in respect of which either party has indemnified the other party under this Section 7 above, the indemnified party under Section 7.1 or 7.2 hereof of shall give the indemnifying party written notice of the commencement institution of any action such proceeding, or the assertion of any claimsuch claim or demand, such promptly after the indemnified party shallfirst becomes aware thereof; provided, if a claim in respect thereof is however, that any failure by the indemnified party to be made against an indemnifying party under give such Section, give notice to the indemnifying party of the commencement or assertion thereof, but the failure so to notify the indemnifying party on such prompt basis shall not relieve it affect any of any liability that it may have its or his rights to any indemnified party except to indemnification hereunder unless such failure materially and adversely affects the extent the indemnifying party demonstrates that the defense ability of such action is materially prejudiced thereby. If any such action shall be brought against an indemnified party and it shall give notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof with counsel satisfactory to such indemnified party and, after notice from the indemnifying party to defend such indemnified party of its election so to assume the defense thereof, the proceeding. 7.4.2 The indemnifying party shall not have the right, at its or his option and at its or his own expense, to be liable represented by counsel of its choice, subject to such indemnified party under such Section for any fees the approval of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation. If an indemnifying party assumes the defense of such an action: (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party's consent , which approval shall not be unreasonably withheld unless (i) there is or delayed, and to defend against, negotiate with respect to, settle or otherwise deal with such proceeding, claim or demand; provided, however, that no finding settlement of such proceeding, claim or admission of any violation of law or any violation demand shall be made without the prior written consent of the rights indemnified party, which consent shall not be unreasonably withheld or delayed, unless, pursuant to the terms and conditions of such settlement, the indemnified party shall be released from any person liability or other exposure with respect to such proceeding, claim or demand; and no effect on provided, further, that the indemnified party may participate in any other claims that such proceeding with counsel of its or his choice and at its or his own expense. In the event, or to the extent, the indemnifying party elects not to, or fails to, defend such proceeding, claim or demand and the indemnified party defends against, settles or otherwise deals with any such proceeding, claim or demand, any settlement thereof may be made against without the indemnified party and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (b) consent of the indemnifying party shall have no liability with respect to any compromise if it or settlement thereof effected without its consent. If notice he is given to an indemnifying party written notice of the commencement material terms and conditions of any action and it does not, within such settlement at least ten (10) business days after prior to a binding agreement with respect to such settlement being reached. Each of the indemnified party's notice is givenparties agrees to cooperate fully with each other in connection with the defense, give notice to the indemnified party of its election to assume the defense thereof, the indemnifying party shall be bound by any determination made in such action or any compromise negotiation or settlement thereof effected by the indemnified party. Notwithstanding the foregoingof any such proceeding, if an indemnified party determines in good faith that there is a reasonable probability that an action may materially and adversely affect it claim or its affiliates other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action at its cost or expense, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld)demand.