Common use of Procedure for Indemnification Clause in Contracts

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) The party claiming indemnification (the "Claimant") shall give -------- reasonably prompt notice to the party from whom indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a ------------------ third party, specifying: (i) the factual basis for such claim and (ii) the amount of the claim. If the claim relates to an action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten (10) Business Days after written notice of such action, suit or proceeding is received by Claimant. (b) Following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have twenty (20) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim and retain separate co-counsel at the Indemnifying Party's expense; provided if requested to participate at Indemnifying Party's request or if the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed). (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third party claim, it shall be bound by the results obtained by the Claimant with respect to such claim.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) The party claiming seeking indemnification under this Article 9 (the "Claimant") shall give -------- reasonably prompt notice to the party from whom indemnification is claimed sought (the "Indemnifying PartyIndemnitor") of any claim, whether between the parties or brought by a ------------------ third party, specifying: reasonably specifying (i) the factual basis for such claim the claim; and (ii) the amount of the claimclaim if then known. If the claim relates to an action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten fifteen (1015) Business Days days after written notice of such the action, suit or proceeding is received was given to Claimant. In all other circumstances, notice shall be given by Claimant within thirty (30) days after Claimant becomes aware of the facts giving rise to the claim. Notwithstanding the foregoing, Claimant's failure to give Indemnitor timely notice shall not preclude Claimant from seeking indemnification from Indemnitor if Claimant's failure has not materially prejudiced Indemnitor's ability to defend the claim or litigation. (b) Following receipt of notice from the The Claimant of a claim, the Indemnifying Party shall have twenty (20) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or Indemnitor and/or its authorized representative(s) representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedyclaim for indemnity. (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party Indemnitor shall have defend against the right at its own expense, claim with counsel reasonably acceptable to participate in or assume control of the defense of such claimClaimant, and the Claimant shall cooperate fully with the Indemnifying PartyIndemnitor, subject to reimbursement for reasonable expenses incurred by the Claimant as the result of a request by the Indemnitor. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the The Claimant shall have the right to participate in the defense of such the claim and retain separate co-counsel at the Indemnifying Party's its own expense; provided if requested to participate at Indemnifying Party's request or if the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed). (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party Indemnitor does not elect to assume control or otherwise participate in of the defense of any third party claim, Claimant may, but shall have no obligation to, defend or settle such claim or litigation in such a manner as it deems appropriate, and in such event Indemnitor shall be bound by the results obtained by the Claimant with respect to the claim (by default or otherwise) and shall promptly reimburse Claimant for the amount of all expenses (including the amount of any judgment rendered), legal or otherwise, incurred in connection with such claimclaim or litigation. The Indemnitor shall be subrogated to all rights of the Claimant against any third party with respect to any claim for which indemnity was paid.

Procedure for Indemnification. The procedure for seeking indemnification shall ----------------------------- be as follows:. (a) The party claiming indemnification (the "“Claimant"”) shall promptly give -------- reasonably prompt notice to the party from whom indemnification is claimed (the "“Indemnifying Party"”) of any claim, whether between the parties or brought by a ------------------ third party, specifying: specifying (i) the factual basis for such claim and (ii) if known, the estimated amount of the claim. If the claim relates to an action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten five (105) Business Days business days after written notice of such action, suit or proceeding is received by was given to Claimant. Such notice shall not be a condition precedent to any liability of the Indemnifying Party under the provisions for indemnification contained in this Agreement, unless (and only to the extent that) failure to give such notice materially prejudices the rights of the Indemnifying Party with respect to such actions or proceedings. (b) Following receipt of notice from the Claimant of a claimclaim for indemnification, the Indemnifying Party shall have twenty thirty (2030) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or and its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20-thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim at its own expense. Notwithstanding the election of the Indemnifying Party to assume the defense of such action, the Claimant shall have the right to employ separate counsel and retain to participate in the defense of such action, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of separate co-counsel if (a) in the reasonable judgment of the Claimant the use of counsel chosen by the Indemnifying Party to represent the Claimant would present such counsel with a conflict of interest; (b) the defendants in, or targets of, any such action include both the Indemnifying Party and the Claimant, and the Claimant shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the Indemnifying Party (in which case the Indemnifying Party shall not have the right to direct the defense of such action on behalf of the Claimant); (c) the Indemnifying Party shall not have employed counsel satisfactory to the Claimant, in the exercise of the Claimant’s reasonable judgment, to represent the Claimant within a reasonable time after notice of the institution of such action; or (d) the Indemnifying Party shall authorize in writing the Claimant to employ separate counsel at the expense of the Indemnifying Party's expense; provided if requested . If the Indemnifying Party chooses to participate at Indemnifying Party's request or if defend any claim, the Claimant reasonably believes (based upon an opinion of counsel) shall make available to the Indemnifying Party any books, records or other documents within its control that a conflict of interest exists between Claimant are necessary or appropriate for such defense, subject to attorney client privilege and confidentiality agreements. In any event, the Claimant, the Indemnifying Party and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select ’s counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability (and, with respect to nonmonetary termsif applicable, the Claimant's ’s counsel), shall cooperate (at no material cost to the Claimant other than the cost of Claimant’s counsel) in the compromise of, or defense against, any such asserted liability. If the Indemnifying Party assumes the defense of such an action, no compromise or settlement thereof may be effected by the Indemnifying Party without the Claimant’s consent (which shall in any event not to be unreasonably withheld withheld) unless (i) there is no finding or delayed)admission of any violation of the rights of any person by the Claimant and no effect on any other claims that may be made against the Claimant and (ii) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party. (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If The Claimant may not compromise any such claim without the prior written consent of the Indemnifying Party does Party, which consent may not elect be unreasonably withheld. (f) The indemnification rights provided in Sections 10.2 and 10.3 shall extend to assume control or otherwise participate the shareholders, directors, officers, employees, Affiliates and agents of the Claimant although for the purpose of the procedures set forth in the defense of this Section 10.4, any third party claim, it indemnification claims by such parties shall be bound made by and through the results obtained by Claimant. (g) The indemnification obligations of Buyer and Seller under this Article X shall constitute the Claimant with respect to such claimsole and exclusive remedies of Buyer and Seller for recovery of money damages after the Closing Date.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) a. The party claiming indemnification (the "Claimant") shall promptly give -------- reasonably prompt written notice to the party from whom which indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a ------------------ third party, specifying: (i) specifying in reasonable detail the factual basis for such claim and (ii) the amount of the claim. If the claim relates to an action, suit suit, or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within no later than ten (10) Business Days business days after written notice of such action, suit suit, or proceeding is received by was given to Claimant: provided that the failure to timely give notice shall not extinguish the Claimant's right to indemnification unless such failure materially adversely affects the Indemnifying Party's rights. (b) Following b. With respect to claims solely between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have twenty thirty (2030) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or its authorized representative(s) representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree in writing at or prior to the expiration of said 20the thirty-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claimclaim or such amount as agreed to by the parties. If the Claimant and the Indemnifying Party do not agree within said the 30-day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedyany remedy available to it at law or equity. (c) c. With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunderunder this Agreement, the Indemnifying Party shall have the right right, at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim and retain separate co-counsel at its own expense. If the Indemnifying Party's expense; provided if requested to participate at Indemnifying Party's request or if Party does not assume control, it shall be bound by the results obtained by the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary termssuch claim: provided, that the Claimant's consent Claimant shall not settle any third party claim without first giving the Indemnifying Party ten (not to be unreasonably withheld or delayed)10) business days' prior notice of the terms of such settlement. (d) d. If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every commercially reasonable effort to reach a decision with respect thereto as expeditiously as possible. (e) If e. The indemnification rights provided herein shall extend to the Indemnifying Party does not elect to assume control or otherwise participate in the defense shareholders, directors, officers, employees, representatives and successors and assigns of any third party claimClaimant although for the purpose of the procedures set forth in this Section 3.4, it any indemnification claims by such parties shall be bound made by and through the results obtained by the Claimant with respect to such claimClaimant.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) The party claiming indemnification (the "Claimant") shall promptly give -------- reasonably prompt notice to the party from whom which indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a ------------------ third party, specifying: (i) specifying in reasonable detail the factual basis for such the claim and (ii) the amount of the claim. If the claim relates to an action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten thereof (10) Business Days after written notice of such action, suit or proceeding is received by Claimantif known and quantifiable). (b) Following With respect to claims solely between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have twenty (20) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) thirty days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or and its authorized representative(s) representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20the thirty-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said the thirty-day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedyremedy at law or equity. (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunderunder this Agreement, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim and retain separate co-counsel at the Indemnifying Party's its own expense; provided if requested to participate at Indemnifying Party's request or if the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed). (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party does not elect to participate in or assume control or otherwise participate in of the defense of any third third-party claim, it shall be bound by the results obtained by the Claimant with respect will not enter into any settlement of such claim which could result in indemnification liability unless the Claimant gives the Indemnifying Party prior written notice of such settlement. If the Indemnifying Party does not thereupon elect to assume the defense of such claimclaim within five business days after such notice is given, then the Claimant may enter into such settlement and such settlement will be binding upon Buyer and Sellers for purposes of determining whether any indemnification payment is required pursuant to this Article 10.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) The party claiming indemnification (the "Claimant") shall give -------- reasonably prompt notice to the party from whom indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a ------------------ third party, specifying: (i) the factual basis for such claim and (ii) the amount of the claim. If the claim relates to an action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten (10) Business Days after written notice of such action, suit or proceeding is received by Claimant. (b1) Following receipt of notice from the Claimant Indemnified Party of a claiman Indemnification Claim, the Indemnifying Party shall have twenty thirty (2030) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) days to make such investigation of the claim Indemnification Claim as the Indemnifying Party deems it considers necessary or desirable. For the purposes of such investigation, the Claimant agrees to Indemnified Party shall make available to the Indemnifying Party or its authorized representative(s) upon request of the Indemnifying Party the information relied upon by the Claimant Indemnified Party to substantiate the claimIndemnification Claim. If the Claimant Indemnified Party and the Indemnifying Party agree at or prior to before the expiration of said 20such 30-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claimIndemnification Claim, the Indemnifying Party shall immediately pay to the Claimant Indemnified Party the full agreed upon amount of the claimIndemnification Claim. If the Claimant Indemnified Party and the Indemnifying Party do not agree within said such period (or any mutually agreed upon extension thereofextension), the Claimant may seek Indemnified Party shall, subject to Section 12.2, be entitled to recourse to the courts in an appropriate legal remedyjurisdiction. (c2) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the The Indemnifying Party shall have the right right, at its own expense, to participate in or assume control of the defense negotiation, settlement or defence of such claimthird party claim and, and the Claimant shall cooperate fully with in such event, the Indemnifying Party shall reimburse the Indemnified Party for all of the Indemnified Party’s reasonable out-of-pocket expenses incurred as a result of such participation or assumption. If the Indemnifying Party elects to assume control of the defense of any third-party claimsuch control, the Claimant Indemnified Party shall cooperate with the Indemnifying Party, and shall have the right to participate in the defense negotiation, settlement or defence of such third party claim and retain separate co-counsel at the Indemnifying Party's its own expense; provided if requested to participate at Indemnifying Party's request or if the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and . If the Indemnifying Party, then the Claimant will be reimbursed for having elected to assume such control, thereafter fails to defend any such third party claim within a reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary termstime, the Claimant's consent (not Indemnified Party shall be entitled to be unreasonably withheld or delayed). (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If assume such control and the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third party claim, it shall be bound by the results obtained by the Claimant Indemnified Party with respect to such third party claim.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) 9.4.1. The party claiming indemnification (the "ClaimantCLAIMANT") shall promptly give -------- reasonably prompt notice to the party from whom indemnification is claimed (the "Indemnifying PartyINDEMNIFYING PARTY") of any claim, whether between the parties or brought by a ------------------ third party, specifying: specifying (ia) the factual basis for such claim and (iib) the estimated amount of the claim. If the claim relates to an action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten (10) Business Days business days after written notice of such action, suit or proceeding was given to Claimant; provided that failure to give such notice within such ten-day period shall not bar or otherwise prejudice Claimant's rights to indemnification with respect to such third-party action, suit or proceeding unless any defense, claim, counterclaim or cross-claim of the Indemnifying Party is received by Claimantprejudiced thereby. (b) 9.4.2. Following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have twenty (20) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) 30 days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 2030-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claimclaim subject to the terms and in accordance with the procedures set forth herein. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. (c) 9.4.3. With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim and retain separate co-counsel at the Indemnifying Party's its own expense; provided if requested to participate at Indemnifying Party's request or if the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed). (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third party claim, it shall be bound by the results obtained by the Claimant with respect to such claim, and the Indemnifying Party shall be responsible and shall promptly reimburse Claimant for all associated costs, fees and expenses. 9.4.4. If a claim, whether between the parties or by a third party, requires immediate action, the parties will diligently seek to reach a decision with respect thereto as expeditiously as practicable.

Procedure for Indemnification. The procedure for indemnification If any Person shall ----------------------------- be as follows: (a) The party claiming claim indemnification (the "ClaimantIndemnified Party") hereunder for any claim, the Indemnified Party shall promptly give -------- reasonably prompt written notice to the other party from whom indemnification is claimed sought (the "Indemnifying Party") of any claim, whether between the parties or brought by a ------------------ third party, specifying: (i) the factual basis for such claim nature and (ii) the amount of the claim. If an Indemnified Party shall claim indemnification hereunder arising from any claim or demand, the claim relates to an action, suit or proceeding filed by a third party against Claimant, such notice Indemnified Party shall be given by Claimant within ten (10) Business Days after promptly give written notice of such action, suit or proceeding is received by Claimant. (ba "Claim Notice") Following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have twenty (20) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party of the basis for such claim or its authorized representative(s) demand, setting forth the information relied upon by nature of the Claimant to substantiate the claimclaim or demand in detail. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. (c) With respect to any claim is by a third party as to which the Claimant is entitled to indemnification hereunderthird-party, the Indemnifying Party shall have the right to compromise or, if appropriate, defend at its own cost and through counsel of its own choosing, any claim or demand set forth in a Claim Notice giving rise to such claim for indemnification. In the event the Indemnifying Party undertakes to compromise or defend any such claim or demand, it shall promptly (and in any event, no later than fifteen (15) days after receipt of the Claim Notice) notify the Indemnified Party in writing of its intention to do so and shall give the Indemnified Party such security in that regard as the Indemnified Party reasonably may request. The Indemnified Party shall fully cooperate with the Indemnifying Party and its counsel in the defense or compromise of such claim or demand. After the assumption of the defense by the Indemnifying Party, the Indemnified Party shall not be liable for any legal or other expenses subsequently incurred by the Indemnifying Party, in connection with such defense, but the Indemnified Party may participate in such defense at its own expense, to participate in . No settlement of a third party claim or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party. If demand defended by the Indemnifying Party elects to assume control shall be made without the written consent of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim and retain separate co-counsel at the Indemnifying Party's expense; provided if requested to participate at Indemnifying Party's request or if the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Indemnified Party, then the Claimant will such consent not to be reimbursed for reasonable expenses of counselunreasonably withheld. The Indemnifying Party will select counsel reasonably satisfactory shall not, except with written consent of the Indemnified Party, consent to the Claimant. The Indemnifying Party will not consent to an entry of a judgment or settlement without release of liability and, with respect to nonmonetary termswhich does not include as an unconditional term thereof, the Claimant's consent (not giving by the claimant or plaintiff to be unreasonably withheld or delayed). (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with Indemnified Party of an unconditional release from all liability in respect thereto as expeditiously as possible. (e) If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any such third party claim, it shall be bound by the results obtained by the Claimant with respect to such claimclaim or demand.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) The party claiming seeking indemnification under this ARTICLE 11 (the "Claimant") shall give -------- reasonably prompt notice to the party from whom indemnification is claimed sought (the "Indemnifying PartyIndemnitor") of any claim, whether solely between the parties or brought by a ------------------ third party, specifying: reasonably specifying (i) the factual basis for such claim the claim, and (ii) the amount of the claimclaim if then known. If the claim relates to an action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten fifteen (1015) Business Days days after written notice of such the action, suit or proceeding is received was given to Claimant. In all other circumstances, notice shall be given by Claimant within thirty (30) days after Claimant becomes, or should have become, aware of the facts giving rise to the claim. Notwithstanding the foregoing, Claimant's failure to give Indemnitor timely notice shall not preclude Claimant from seeking indemnification from Indemnitor if Claimant's failure has not materially prejudiced Indemnitor's ability to defend the claim or litigation. (b) Following With respect to claims between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party Indemnitor shall have twenty thirty (2030) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) days to make such any investigation of the claim as that the Indemnifying Party Indemnitor deems necessary or desirable. For the purposes of such this investigation, the Claimant agrees to make available to the Indemnifying Party or Indemnitor and/or its authorized representative(s) representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party Indemnitor cannot agree at or prior to the expiration of said 20-day period (or any mutually agreed upon extension thereof) as to the validity and amount of such claim, the Indemnifying Party shall immediately pay to claim within the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said 30-day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party Indemnitor shall have the right at its own expense, expense to participate in or assume control of the defense of such claimthe claim with counsel reasonably acceptable to Claimant, and the Claimant shall cooperate fully with the Indemnifying PartyIndemnitor, subject to reimbursement for reasonable expenses incurred by the Claimant as the result of a request by the Indemnitor. If the Indemnifying Party Indemnitor elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such the claim and retain separate co-counsel at the Indemnifying Party's its own expense; provided if requested to participate at Indemnifying Party's request or if the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed). (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party Indemnitor does not elect to assume control or otherwise participate in the defense of any third party claim, Claimant may, but shall have no obligation to, defend or settle such claim or litigation in such a manner as it deems appropriate, and in any event Indemnitor shall be bound by the results obtained by the Claimant with respect to the claim (by default or otherwise) and shall promptly reimburse Claimant for the amount of all expenses (including the amount of any judgment rendered), legal or otherwise, incurred in connection with such claimclaim or litigation. The Indemnitor shall be subrogated to all rights of the Claimant against any third party with respect to any claim for which indemnity was paid.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a1) The party claiming indemnification (the "Claimant") shall give -------- reasonably prompt written notice to the party from whom which indemnification is claimed sought (the "Indemnifying PartyIndemnitor") promptly after the Claimant learns of any claim, whether between the parties or brought by a ------------------ third party, specifying: (i) the factual basis for such claim and (ii) the amount of the claim. If the claim relates to an action, suit or proceeding filed covered by a third party against Claimant, such the foregoing agreements to indemnify and hold harmless and failure to provide prompt notice shall not be given deemed to jeopardize Claimant's right to demand indemnification, provided, that, Indemnitor is not prejudiced by Claimant within ten (10) Business Days after written notice of such action, suit or proceeding is received by Claimantthe -------- ---- delay in receiving notice. (b2) Following With respect to claims between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party Indemnitor shall have twenty (20) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) 15 days to make such any investigation of the claim as that the Indemnifying Party Indemnitor deems necessary or desirable, or such lesser time if a 15-day period would jeopardize any rights of Claimant to oppose or protest the claim. For the purposes purpose of such this investigation, the Claimant agrees to make available to the Indemnifying Party or Indemnitor and its authorized representative(s) representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party Indemnitor cannot agree at or prior as to the expiration validity and amount of said 20the claim within the 15-day period, or lesser period if required by this section (or any mutually agreed upon extension thereofhereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedyremedies. (c3) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party The Indemnitor shall have the right at to undertake, by counsel or other representatives of its own expensechoosing, to participate in or assume control of the defense of such claim, provided, -------- that, Indemnitor acknowledges in writing to Claimant that Indemnitor would ---- assume responsibility for and demonstrates its financial ability to satisfy the claim should the party asserting the claim prevail. In the event that the Indemnitor shall not satisfy the requirements of the preceding sentence or shall elect not to undertake such defense, or within 15 days after notice of any such claim from the Claimant shall cooperate fully with the Indemnifying Party. If the Indemnifying Party elects fail to assume control of the defense of any third-party claimdefend, the Claimant shall have the right to undertake the defense, compromise or settlement of such claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the Indemnitor. Anything in this Section 13.2(c)(3) to the contrary notwithstanding, (i) if there is a reasonable probability that a claim may materially and adversely affect the Claimant other than as a result of money damages or other money payments, the Claimant shall have the right, at its own cost and expense, to participate in the defense, compromise or settlement of the claim, (ii) the Indemnitor shall not, without the Claimant's written consent, settle or compromise any claim or consent to entry of any judgment which does not include as an unconditional term thereof the giving by the plaintiff to the Claimant of a release from all liability in respect of such claim, and (iii) in the event that the Indemnitor undertakes defense of any claim consistent with this Section, the Claimant, by counsel or other representative of its own choosing and at its sole cost and expense, shall have the right to consult with the Indemnitor and its counsel or other representatives concerning such claim and retain separate co-counsel at the Indemnifying Party's expense; provided if requested to participate at Indemnifying Party's request or if Indemnitor and the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select their respective counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed). (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third party claim, it other representatives shall be bound by the results obtained by the Claimant cooperate with respect to such claim.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- will be as follows: (ai) The party claiming indemnification (the "“Claimant"”) shall will promptly give -------- reasonably prompt notice to the party from whom which indemnification is claimed (the "“Indemnifying Party"”) of any claim, whether between the parties or brought by a ------------------ third partyThird Party, specifying: (i) specifying in reasonable detail the factual basis for such claim and (ii) the amount of the claim. If the claim relates to an action, suit suit, or proceeding filed by a third party Third Party against Claimant, such notice shall will be given by Claimant within ten fifteen (1015) Business Days after written notice of such action, suit suit, or proceeding was given to Claimant. The Claimant’s failure to give such notice timely will not relieve the Indemnifying Party from any liability that it otherwise may have to the Claimant except to the extent the Indemnifying Party is received actually prejudiced by Claimantsuch failure. Any consideration of or determination by Newco of whether or not to pursue claims for indemnification under Section 9.21(a) against Cargill shall be governed by and made in accordance with the applicable provisions of the Investor Rights Agreement. (bii) Following With respect to claims solely between the parties hereto, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall will have twenty thirty (2030) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or and its authorized representative(s) representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20-such thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall will immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said the thirty (30) day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedyremedy at law or equity. (ciii) With respect to any claim by a third party Third Party as to which the Claimant is entitled to indemnification hereunderunder this Agreement, the Indemnifying Party shall will have the right at its own expense, to participate in or assume control of the defense of such claimclaim (subject to subsection (iv) below), and the Claimant shall will cooperate fully with the Indemnifying Party, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any thirdThird-party Party claim, the Claimant shall will have the right to participate in the defense of such claim and retain separate co-counsel at its own expense (except that the Claimant will have the right to participate in the defense of such claim at the Indemnifying Party's expense; provided ’s expense if requested to participate at Indemnifying Party's request or if (A) the Claimant reasonably believes (based upon an opinion has been advised by its counsel that use of counsel) that the same counsel to represent both the Indemnifying Party and the Claimant would present a conflict of interest exists between interest, which will be deemed to include any case where there may be a legal defense or claim available to the Claimant and that is inconsistent with those available to the Indemnifying Party, then or (B) the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory fails to the Claimantdefend or prosecute such claim within a reasonable time). The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed). (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third party Third-Party claim, it shall the Indemnifying Party will be bound by the results obtained by the Claimant with respect to such claim. (iv) The Indemnifying Party may not control the defense of any claim, without the written consent of the Claimant, if (A) the Claimant has been advised by its counsel that use of the same counsel to represent both the Indemnifying Party and the Claimant would present a conflict of interest, or (B) the claim involves any material risk of the sale, forfeiture, or loss of, or the creation of any Lien (other than a judgment lien) on, any material property of the Claimant or could entail a risk of criminal liability to the Claimant. (v) Indemnification of Losses under this Agreement will be net of any insurance proceeds actually paid to the Claimant with respect to the event giving rise to such Loss, but no Claimant will have, as of the Effective Time, any obligation under this Agreement to make any claim under any insurance policy that may be applicable to such event. (vi) After the Effective Time, the rights set forth in this Section 9.21 shall be the sole and exclusive remedies of the parties hereto against the other parties hereto for misrepresentations or breaches of covenants contained in this Agreement. Notwithstanding the foregoing, nothing herein will prevent the parties hereto from bringing an action based upon allegations of fraud in connection with this Agreement. In the event such action is brought, the prevailing party’s attorneys’ fees and costs will be paid by the nonprevailing party. (vii) If there shall be any conflicts between the provisions of this Section 9.21(c) and Section 9.24(c) (relating to tax contests), the provisions of Section 9.24(c) shall control with respect to tax contests.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) The party claiming indemnification (the "Claimant") shall promptly give -------- reasonably prompt notice to the party from whom indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a ------------------ third party, specifying: specifying (i) in reasonable detail, the factual basis for such claim and (ii) in good faith, the estimated amount of the claim. If the claim relates to an action, suit or proceeding filed by a third party against the Claimant, such notice shall be given by Claimant within ten (10) Business Days business days after written notice of such action, suit or proceeding is was received by Claimant. The failure of the Claimant to provide such written notice within the time period specified shall not relieve the Indemnifying Party of its indemnification liability under Section 10.02 or Section 10.03, unless such failure materially prejudices the rights of the Indemnifying Party in defending against the claim or action. (b) Following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have twenty (20) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) 30 days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 2030-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), subject to clause (c) below with respect to Third Party Claims, the Claimant may seek appropriate legal remedy. (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunderhereunder (“Third Party Claim”), the Indemnifying Party shall have the right right, at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. Claimant shall have the right to approve legal counsel selected by Indemnifying Party, which approval shall not be unreasonably withheld. If the Indemnifying Party elects to assume control of the defense of any third-party claimThird Party Claim, the Claimant shall have the right to participate in the defense of such claim with legal counsel of its own selection; provided, however, that the Claimant shall pay the fees and retain expenses of such counsel unless the named parties to any such claim include both the Claimant and the Indemnifying Party and the Claimant has been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party (in which case, if the Claimant informs the Indemnifying Party in writing that it elects to employ separate co-counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense of such claim on behalf of the Claimant), it being understood that the Indemnifying Party shall not, in connection with any one claim, be liable for the fees and expenses of more than one separate firm of attorneys at any time for the Claimant. If the Indemnifying Party chooses to defend or prosecute a Third Party Claim, all the parties shall cooperate in the defense or prosecution of that Third Party Claim, including by retaining and providing to the Indemnifying Party records and information reasonably relevant to that Third Party Claim, and making employees available on a reasonably convenient basis. If the Indemnifying Party chooses to defend or prosecute any Third Party Claim, the Claimant will agree to any settlement, compromise or discharge of that Third Party Claim that the Indemnifying Party recommends and that by its terms obligates the Indemnifying Party to pay the full amount of liability in connection with that Third Party Claim, except that the Indemnifying Party may not without the Claimant's prior written consent agree to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Claimant or that does not include as an unconditional term that each claimant or plaintiff give to the Claimant a release from all liability with respect to that Third Party Claim. Whether or not the Indemnifying Party has assumed the defense of a Third Party Claim, the Claimant shall not admit any liability with respect to, or settle, compromise or discharge, that Third Party Claim without the Indemnifying Party's expense; provided if requested prior written consent. If the Indemnifying Party does not elect to assume control or otherwise participate at Indemnifying Party's request or if in the defense of any Third Party Claim, it shall be bound by the results obtained by the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed)such Claim. (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If Upon satisfaction of any Third Party Claim pursuant to this Article X, the Indemnifying Party does not elect shall be subrogated to assume control or otherwise participate in all rights and remedies of the defense of Claimant against any third party claim, it shall be bound by the results obtained by the Claimant with respect to such claim; provided that such right of subrogation shall be limited in amount to the amount actually received by the Claimant from the Indemnifying Party with respect to such claim; and provided, further, that any claim by an Indemnifying Party against any such third party resulting from such right of subrogation shall be subordinated to any claim of the Claimant against such third party for amounts in excess of the amount actually received by the Claimant from the Indemnifying Party pursuant to this Article X. (f) The indemnification rights provided in Sections 10.02 and 10.03 shall extend to the shareholders, members, directors, officers, employees and representatives of the Claimant, although for the purpose of the procedures set forth in this Section 10.05, any indemnification claims by such parties shall be made by and through the Claimant. (g) B&M shall have the right to exercise all indemnification rights provided to LLC in Section 10.02 on behalf of and for the benefit of LLC.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a1) The party claiming indemnification (the "Claimant") shall give -------- reasonably prompt written notice to the party from whom which indemnification is claimed sought (the "Indemnifying PartyIndemnitor") promptly after the Claimant learns of any claim, whether between the parties or brought by a ------------------ third party, specifying: (i) the factual basis for such claim and (ii) the amount of the claim. If the claim relates to an action, suit or proceeding filed covered by a third party against Claimant, such the foregoing agreements to indemnify and hold harmless and failure to provide prompt notice shall not be given deemed to jeopardize Claimant's right to demand indemnification, provided, that, -------- ---- Indemnitor is not prejudiced by Claimant within ten (10) Business Days after written notice of such action, suit or proceeding is received by Claimantthe delay in receiving notice. (b2) Following With respect to claims between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party Indemnitor shall have twenty (20) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) 15 days to make such any investigation of the claim as that the Indemnifying Party Indemnitor deems necessary or desirable, or such lesser time if a 15-day period would jeopardize any rights of Claimant to oppose or protest the claim. For the purposes purpose of such this investigation, the Claimant agrees to make available to the Indemnifying Party or Indemnitor and its authorized representative(s) representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party Indemnitor cannot agree at or prior as to the expiration validity and amount of said 20the claim within the 15-day period, or lesser period if required by this section (or any mutually agreed upon extension thereofhereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedyremedies. (c3) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party The Indemnitor shall have the right at to undertake, by counsel or other representatives of its own expensechoosing, to participate in or assume control of the defense of such claim, provided, that, Indemnitor acknowledges in writing to Claimant that Indemnitor -------- ---- would assume responsibility for and demonstrates its financial ability to satisfy the claim should the party asserting the claim prevail. In the event that the Indemnitor shall not satisfy the requirements of the preceding sentence or shall elect not to undertake such defense, or within 15 days after notice of any such claim from the Claimant shall cooperate fully with the Indemnifying Party. If the Indemnifying Party elects fail to assume control of the defense of any third-party claimdefend, the Claimant shall have the right to undertake the defense, compromise or settlement of such claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the Indemnitor. Anything in this Section 13.2(c)(3) to the contrary notwithstanding, (i) if there is a reasonable probability that a claim may materially and adversely affect the Claimant other than as a result of money damages or other money payments, the Claimant shall have the right, at its own cost and expense, to participate in the defense, compromise or settlement of the claim, (ii) the Indemnitor shall not, without the Claimant's written consent, settle or compromise any claim or consent to entry of any judgment which does not include as an unconditional term thereof the giving by the plaintiff to the Claimant of a release from all liability in respect of such claim, and (iii) in the event that the Indemnitor undertakes defense of any claim consistent with this Section, the Claimant, by counsel or other representative of its own choosing and at its sole cost and expense, shall have the right to consult with the Indemnitor and its counsel or other representatives concerning such claim and retain separate co-counsel at the Indemnifying Party's expense; provided if requested to participate at Indemnifying Party's request or if Indemnitor and the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select their respective counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed). (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third party claim, it other representatives shall be bound by the results obtained by the Claimant cooperate with respect to such claim.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) The party claiming Party seeking indemnification under this Article 15 (the "Claimant") shall give -------- reasonably prompt notice to the party Party from whom indemnification is claimed sought (the "Indemnifying PartyIndemnitor") of any claim, whether solely between the parties or brought by a ------------------ third party, specifying: specifying (i) the factual basis for such claim the claim, and (ii) the amount of the claim. If the claim relates to an action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten fifteen (1015) Business Days business days after written notice of such the action, suit suit, or proceeding is received was given to Claimant. In all other circumstances, notice shall be given by Claimant within thirty (30) business days after Claimant becomes, or should have become, aware of the facts giving rise to the claim. Notwithstanding the foregoing, Claimant's failure to give Indemnitor timely notice shall not preclude Claimant from seeking indemnification from Indemnitor except to the extent that Claimant's failure has materially prejudiced Indemnitor's ability to defend the claim or litigation. (b) Following With respect to claims between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party Indemnitor shall have twenty thirty (2030) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) business days to make such any investigation of the claim as that the Indemnifying Party Indemnitor deems necessary or desirable. For the purposes of such this investigation, the Claimant agrees to make available to the Indemnifying Party or Indemnitor and/or its authorized representative(s) representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party Indemnitor cannot agree at or prior to the expiration of said 20-day period (or any mutually agreed upon extension thereof) as to the validity and amount of such claim, the Indemnifying Party shall immediately pay to claim within the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said 30- day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. (c) With respect to any claim by a third party which involves only the payment of money damages by such third party and which does not concern any FCC Consent, as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party Indemnitor shall have the right at its own expense, expense to participate in or assume control of the defense of such the claim, and the Claimant shall cooperate fully with the Indemnifying PartyIndemnitor, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnitor. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such the claim and retain separate co-counsel at as its own expense. Prior to the Indemnifying Party's expense; provided if requested to participate at Indemnifying Party's request or if Indemnitor assuming control of the defense of any claim, the Indemnitor must furnish the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, evidence which in the Claimant's consent (not reasonable judgment, establishes that the Indemnitor is and will be able to be unreasonably withheld or delayed). (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) satisfy such liability. If the Indemnifying Party Indemnitor does not elect to assume control or otherwise participate in the defense of any third party claim, Claimant may, but shall have no obligation to, defend or settle such claim or litigation in such manner as it deems appropriate, and in any event Indemnitor shall be bound by the results obtained by the Claimant with respect to the claim (by default or otherwise) and shall promptly reimburse Claimant for the amount of all expenses (including the amount of any judgment rendered), legal or otherwise, incurred in connection with such claimclaim or litigation. The Indemnitor shall be subrogated to all rights of the Claimant against any third party with respect to any claim for which indemnity was paid.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) 10.4.1 The party claiming indemnification (the "Claimant") shall promptly give -------- reasonably prompt notice to the party from whom which indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a ------------------ third party, specifying: (i) specifying in reasonable detail the factual basis for such claim and (ii) the amount of the claim. If the claim relates to an action, suit suit, or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten (10) Business Days business days after written notice of such action, suit suit, or proceeding is received was given to Claimant; provided, any delay in providing any notice required by Claimantthis Section 10.4.1 shall relieve the Indemnifying Party from liability only if, and to the extent, such delay materially and adversely impacts the rights of the Indemnifying Party. (b) Following 10.4.2 With respect to claims solely between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have twenty (20) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) thirty days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or and its authorized representative(s) representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20the thirty-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said the thirty-day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedyremedy at law or equity. (c) 10.4.3 With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunderunder this Agreement, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party, provided, however, that Indemnifier may not assume control of the defense unless it affirms in writing its obligation to indemnify Claimant for any damages incurred by Claimant with respect to such third-party claim. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim and retain separate co-counsel at its own expense. If the Indemnifying Party's expense; provided if requested Party does not elect to assume control or otherwise participate at Indemnifying Party's request or if in the defense of any third-party claim, it shall be bound by the results obtained in good faith by the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed)such claim. (d) 10.4.4 If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If 10.4.5 The indemnifications rights provided in Section 10.2 and Section 10.3 shall extend to the Indemnifying Party does not elect to assume control or otherwise participate in the defense members, partners, shareholders, officers, directors, employees, representatives and affiliated entities of any third party claimClaimant although for the purpose of the procedures set forth in this Section 10.4, it any indemnification claims by such parties shall be bound made by and through the results obtained by the Claimant with respect to such claimClaimant.

Procedure for Indemnification. 9.2.1 The procedure for indemnification shall ----------------------------- be as follows: (a) The party claiming indemnification (the "Claimant") Indemnified Party shall give -------- reasonably prompt notice to the party from whom indemnification is claimed (the "Indemnifying Party") Parties of any claimclaim for indemnification ("Claim"), whether between the parties or brought by a ------------------ third party, specifying: (i) specifying in reasonable detail the factual basis for such claim and (ii) the Claim, the amount thereof, estimated in good faith, all with reasonable particularity and containing a reference to the provisions of the claim. If the claim relates to an action, suit or proceeding filed by a third party against Claimant, this Agreement in respect of which such notice Claim shall be given by Claimant within ten (10) Business Days after written notice of such action, suit or proceeding is received by Claimanthave occurred. (b) Following 9.2.2 With respect to a Claim solely between the Parties, following receipt of written notice from the Claimant Indemnified Party of a claimClaim, the Indemnifying Party shall have twenty 15 (20fifteen) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) days to make such investigation of the claim Claim as the Indemnifying Party deems necessary or desirable. For , and the purposes of such investigation, the Claimant Indemnified Party agrees to make available to the Indemnifying Party or its authorized representative(s) the such information relied upon by the Claimant as may be reasonably necessary in order to substantiate the claimClaim. If the Claimant Indemnified Party and the Indemnifying Party agree at or prior to the expiration of said 20-the 15 (fifteen) day period (or any mutually agreed upon extension thereof) to the validity and amount of such claimClaim, or if the Indemnifying Party fails to notify the Indemnified Party of any dispute with respect to the validity or amount of such Claim within such 15 (fifteen) day period, the Indemnifying Party shall immediately pay to the Claimant Indemnified Party the full amount of the claimClaim, subject to the terms hereof. If the Claimant Indemnified Party and the Indemnifying Party Part do not agree within said period the 15 (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. (cfifteen) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunderday period, the Indemnifying Party shall have immediately pay to the right at its own expense, Indemnified Party the amount of such Claim to participate in the extent the Parties agree or assume control the amount of the defense of such claimClaim is undisputed, and the Claimant shall cooperate fully with the Indemnifying Party. If the Indemnifying Indemnified Party elects to assume control of the defense of any third-party claimmay seek appropriate remedy at law or equity, the Claimant shall have the right to participate in the defense of such claim and retain separate co-counsel at the Indemnifying Party's expense; provided if requested to participate at Indemnifying Party's request or if the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Partyas applicable, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory subject to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability andlimitations hereof, with respect to nonmonetary terms, the Claimant's consent (any portion of its Claim not to be unreasonably withheld or delayed). (d) If a claim, whether between the parties or paid by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third party claim, it shall be bound by the results obtained by the Claimant with respect to such claimhereunder.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) The party claiming seeking indemnification under this Article 16 (the "Claimant") shall give -------- reasonably prompt notice to the party from whom indemnification is claimed sought (the "Indemnifying PartyIndemnitor") of any claim, whether solely between the parties or brought by a ------------------ third party, specifying: specifying (i) the factual basis for such claim the claim, and (ii) the amount of the claim. If the claim relates to an action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten fifteen (1015) Business Days business days after written notice of such the action, suit or proceeding was given to Claimant, or sooner if action is received required by the Indemnitor prior to the expiration of the fifteen (15) business days. In all other circumstances, notice shall be given by Claimant within thirty (30) business days after Claimant becomes, or should have become, aware of the facts giving rise to the claim. Notwithstanding the foregoing, Claimant's failure to give Indemnitor timely notice shall not preclude Claimant from seeking indemnification from Indemnitor except to the extent that Claimant's failure has materially prejudiced Indemnitor's ability to defend the claim or litigation. (b) Following With respect to claims between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party Indemnitor shall have twenty thirty (2030) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) business days to make such any investigation of the claim as that the Indemnifying Party Indemnitor deems necessary or desirable. For the purposes of such this investigation, the Claimant agrees to make available to the Indemnifying Party or Indemnitor and/or its authorized representative(s) representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party Indemnitor cannot agree at or prior to the expiration of said 20-day period (or any mutually agreed upon extension thereof) as to the validity and amount of such claim, the Indemnifying Party shall immediately pay to claim within the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said 30-day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party Indemnitor shall have the right at its own expense, expense to participate in or assume control of the defense of such the claim, and the Claimant shall cooperate fully with the Indemnifying PartyIndemnitor, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnitor. If the Indemnifying Party Indemnitor elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such the claim and retain separate co-counsel at the Indemnifying Party's its own expense; provided if requested to participate at Indemnifying Party's request or if the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed). (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party Indemnitor does not elect to assume control or otherwise participate in the defense of any third party claim, Claimant may, but shall have no obligation to, defend or settle such claim or litigation in such manner as it deems appropriate, and in any event Indemnitor shall be bound by the results obtained by the Claimant with respect to the claim (by default or otherwise) and shall promptly reimburse Claimant for the amount of all expenses (including the amount of any judgment rendered), legal or otherwise, incurred in connection with such claimclaim or litigation. The Indemnitor shall be subrogated to all rights of the Claimant against any third party with respect to any claim for which indemnity was paid. Notwithstanding anything herein to the contrary, neither Indemnitor nor Claimant shall settle any third party claim or litigation without providing the other party reasonable prior notice of the terms of such settlement at least five (5) business days prior to the execution of any such settlement, unless emergency circumstances dictate otherwise; provided, that Indemnitor shall not enter into any such settlement of third party claim without the Claimant's prior written approval, which approval shall not be unreasonably withheld and shall, in any event, be provided if the settlement provides a full release of liability for Claimant and does not otherwise impose any liability on Claimant.

Procedure for Indemnification. The procedure for indemnification ----------------------------- shall ----------------------------- be as follows: (a) 9.4.1. The party claiming indemnification (the "Claimant") shall promptly give -------- reasonably prompt notice to the party from whom indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a ------------------ third party, specifying: specifying (i) the factual basis for such claim claim; and (ii) the estimated amount of the claim. If the claim relates to an action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten (10) Business Days five days after written notice of such action, suit or proceeding was given to Claimant; provided that failure to give such notice within such five-day period shall not bar or otherwise prejudice Claimant's rights to indemnification with respect to such third-party action, suit or proceeding unless any defense, claim, counterclaim or crossclaim of the Indemnifying Party is received by Claimantprejudiced thereby. (b) 9.4.2. Following receipt of notice from the Claimant of a claimclaim (other than a claim brought by a third party), the Indemnifying Party shall have twenty (20) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) 30 days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 2030-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claimclaim subject to the terms and in accordance with the procedures set forth herein. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal or equitable remedy. (c) 9.4.3. With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, with counsel of its choice, and the Claimant shall cooperate fully with the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim at its own expense. In the event that the Indemnifying Party desires to compromise or settle any such claim, Claimant shall have the right to consent to such settlement or compromise; provided, however, that if such settlement or compromise is for money damages only to be paid by the Indemnifying Party, and retain separate co-counsel at will include a full release and discharge of Claimant, and Claimant withholds its consent to such compromise or settlement, Buyer and Seller agree that (i) the Indemnifying Party's expense; provided if requested liability shall be limited to participate at the amount of the proposed settlement or compromise, and upon payment of such amount to Claimant, the Indemnifying Party's request or if Party shall thereupon be relieved of any further liability with respect to such claim, and (ii) from and after such date of payment, Claimant will undertake all legal costs and expenses in connection with any such claims. If the Indemnifying Party fails to defend any claim within a reasonable time, Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant shall be entitled to assume the defense thereof, and the Indemnifying PartyParty shall be liable to Claimant for its expenses reasonably incurred, then the Claimant will be reimbursed for reasonable expenses including attorneys' fees and payment of counselany settlement amount or judgment. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed). (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third party claim, it shall be bound by the results obtained by the Claimant with respect to such claim. 9.4.4. If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible.

Procedure for Indemnification. The procedure (a) Any party entitled to make a claim for indemnification hereunder shall ----------------------------- promptly notify the indemnifying party of the claim in writing upon learning of such claim or the facts constituting such claim, describing the claim in reasonable detail, the amount thereof (if known), and the basis therefor. The indemnifying party will be as follows:relieved of its indemnification obligations hereunder only to the extent that it is prejudiced by the indemnified party’s failure to give such prompt notice. The party from whom indemnification is sought shall respond to each such claim within thirty (30) days of receipt of such notice. No action shall be taken pursuant to the provisions of this Agreement or otherwise by the party seeking indemnification (unless reasonably necessary to protect the rights of the party seeking indemnification) until the expiration of the 30-day response period. (ab) If a claim for indemnification hereunder is based on a claim by a third party, the indemnifying party shall have the right upon notice to the indemnified party 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 also participate in any proceeding with counsel of its choice 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 shall not be concluded without the prior written approval of Parent, in the event the indemnified party is a Buyer Indemnified Party, or Seller, in the event the indemnified party is a Seller Indemnified Party, unless such approval is unreasonably withheld, delayed or conditioned. (c) The party claiming indemnification (the "Claimant") shall give -------- reasonably prompt notice to the party from whom indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a ------------------ third party, specifying: (i) the factual basis for such claim and (ii) the amount of the claim. If the claim relates to an action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten (10) Business Days after written notice of such action, suit or proceeding is received by Claimant. (b) Following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have twenty (20) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Partyindemnifying party and make available to the indemnifying party all pertinent information under its control. If Without limiting the Indemnifying Party elects generality of the foregoing, the Buyer Group will, and will cause employees of the Company and the Subsidiaries to, cooperate fully with Seller in connection with any matter for which Seller is the indemnifying party. Such cooperation shall include, without limitation, (i) assisting in the collection and preparation of discovery materials, (ii) meeting with (and making employees available to assume meet with) Seller and/or its counsel to prepare for and/or appear as witnesses at depositions, court proceedings and/or trial and (iii) providing to Seller and/or its counsel all information under the control of the defense Company or any of any third-party claim, the Claimant shall have the right to participate in Subsidiaries that is deemed necessary by Seller and/or its counsel for the defense or prosecution of such claim and retain separate co-counsel at the Indemnifying Party's expense; provided if requested to participate at Indemnifying Party's request or if the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed)matter. (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third party claim, it shall be bound by the results obtained by the Claimant with respect to such claim.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) The If an Indemnitee receives notice or otherwise learns of the assertion by a Person (including without limitation any Governmental Entity) who is not a party claiming to this Agreement or the Merger Agreement of any claim or of the commencement by any such Person of any Action (a "Third-Party Claim") with respect to which an Indemnifying Party may be obligated to provide indemnification pursuant to this Agreement, such Indemnitee will give such Indemnifying Party written notice (the "ClaimantIndemnitee Notice") shall thereof promptly after becoming aware of such Third-Party Claim; provided, however, that the failure of any Indemnitee to give -------- reasonably prompt notice as provided in this Section 5.4 will not relieve the applicable Indemnifying Party of its obligations under this Article V, except to the party from whom indemnification extent that such Indemnifying Party is claimed prejudiced by such failure to give notice. Such Indemnitee Notice will describe the Third-Party Claim in reasonable detail and will indicate the amount (the "Indemnifying Party"estimated if necessary) of any claim, whether between the parties Loss that has been or brought may be sustained by a ------------------ third party, specifying: (i) the factual basis for such claim and (ii) the amount of the claim. If the claim relates to an action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten (10) Business Days after written notice of such action, suit or proceeding is received by ClaimantIndemnitee. (b) Following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have twenty (20) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available The Indemnitee will provide to the Indemnifying Party or its authorized representative(s) on request all information and documentation reasonably necessary to support and verify any Losses which the information relied upon by the Claimant Indemnitee believes give rise to substantiate the claim. If the Claimant a claim for indemnification hereunder and will give the Indemnifying Party agree at reasonable access to all books, records and personnel in the possession or prior to under the expiration control of said 20-day period (or any mutually agreed upon extension thereof) to the validity and amount of Indemnitee which would have a bearing on such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. (c) With respect to any claim Upon receipt of the Indemnitee Notice required by a third party as to which the Claimant is entitled to indemnification hereunderSection 5.4(a), the Indemnifying Party shall have the right at its own expensewill be entitled, if it so elects, to participate in or assume take control of the defense of such claim, and the Claimant shall cooperate fully investigation with the Indemnifying Party. If the Indemnifying Party elects respect to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim and retain separate co-counsel to employ and engage attorneys of its own choice to handle and defend the same, at the Indemnifying Party's cost, risk and expense; provided if requested , upon written notice to participate at Indemnifying Party's request or if the Claimant reasonably believes (based upon an opinion Indemnitee of counsel) that a conflict such election within 30 calendar days of interest exists between Claimant and receipt of the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counselIndemnitee Notice. The Indemnifying Party will select counsel reasonably satisfactory may not settle any Third-Party Claim that is the subject of indemnification without the written consent of the Indemnitee, which consent may not be unreasonably withheld; provided, however, that the Indemnifying Party may settle a claim without the Indemnitee's consent if such settlement (i) includes a complete release of the Indemnitee and (ii) does not require the Indemnitee to make any payment or take any action or otherwise materially adversely affect the ClaimantIndemnitee. The After notice from an Indemnifying Party to an Indemnitee of its election to assume the defense of a Third-Party Claim, such Indemnifying Party will not consent be liable to an entry of judgment such Indemnitee under this Article V for any legal or settlement without release of liability andother expenses subsequently incurred by such Indemnitee in connection with the defense thereof; provided, with respect to nonmonetary termsthat, if the Claimant's consent (not to be unreasonably withheld or delayed). (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If defendants in any such claim include both the Indemnifying Party does not elect to assume control and one or otherwise participate in the defense of any third party claim, it shall be bound by the results obtained by the Claimant with respect to such claim.more

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) The party claiming indemnification An Indemnified Party shall give written notice (the "Claimant") shall give -------- reasonably prompt notice to the party from whom indemnification is claimed (the "Indemnifying Party"“Claim Notice”) of any claim, whether between the parties or brought by a ------------------ third party, specifying: Indemnification Claim (i) in the factual basis for such claim case of an Indemnification Claim against Parent, to Parent, and (ii) in the amount case of an Indemnification Claim against the claim. If Company Escrow Parties, to the claim Stockholder Representative, reasonably promptly, but in any event (A) prior to expiration of any applicable Survival Period, and (B) if such Indemnification Claim relates to the assertion against an action, suit or proceeding filed Indemnified Party of any Claim by a third party against Claimant(a “Third Party Claim”), such notice shall be given within thirty (30) days after receipt by Claimant within ten (10) Business Days after the Indemnified Party of written notice of a legal process relating to such actionThird Party Claim; provided, suit however, that the failure to so notify the Indemnifying Party within such time period shall not relieve the Indemnifying Party of any obligation or proceeding liability to the Indemnified Party, except to the extent that the Indemnifying Party demonstrates that its ability to resolve such Indemnification Claim is received by Claimantadversely affected thereby. (b) Following receipt Unless the Stockholder Representative (in the case of notice from any Indemnification Claim against the Claimant Company Escrow Parties) or Parent contests the Indemnification Claim in writing given to the Indemnified Party within 30 days after a Claim Notice is given to the Stockholder Representative and describing in reasonable detail the basis for contesting the Indemnification Claim, the Indemnified Party shall, subject to the other terms of this Article VIII, be paid the amount of Losses related to such Indemnification Claim or the uncontested portion thereof. Disputed Indemnification Claims shall be resolved either (i) in a written agreement signed by Parent and the Stockholder Representative, or (ii) by the final judgment, order, award, decision or decree of a claimcourt or other trier of fact. In connection with the defense or handling of any Third Party Claim, the Indemnifying Party shall have twenty (20) Business Days (or such shorter period of time as may be required to respond to cooperate with the subject litigation or proceeding) to make such investigation Indemnified Party and shall, at the request of the claim as Indemnified Party, participate in the Indemnifying Party deems necessary defense or desirable. For the purposes handling of such investigation, the Claimant agrees to make available to the Indemnifying Third Party or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedyClaim. (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party shall Parent will have the right at in its sole discretion to conduct and control, through counsel of its own expensechoosing, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any thirdThird Party Claim and will keep the Stockholder Representative informed of the status thereof, and will promptly provide copies of all correspondence, pleadings, filings and similar documents in connection therewith (provided that Parent shall not be required to provide any such documents that would reasonably be expected to result in the loss of the Parent’s or the Surviving Corporation’s attorney-party claimclient, work product or other privilege), and the Claimant shall Stockholder Representative will be entitled to participate in (but not conduct or control) the defense of a Third Party Claim at the expense of the Company Escrow Parties; provided that the Stockholder Representative will have the right to participate in conduct and control, through counsel of its own choosing, the defense of any claim involving a demand for appraisal rights by a holder of Dissenting Shares, with the defense of such claim and retain separate co-counsel being at the Indemnifying Party's expense; provided if requested to participate at Indemnifying Party's request or if expense of the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed)Company Escrow Parties. (d) If Parent may settle, adjust or compromise any Third Party Claim with or without the consent of the Stockholder Representative; provided, however, that without the prior written consent of the Stockholder Representative, which shall not be unreasonably withheld, conditioned or delayed, and shall be deemed to have been given unless the Stockholder Representative shall have objected within thirty (30) days after a claimwritten request for such consent is given to the Stockholder Representative by Parent, whether between the parties or by (i) Parent shall not settle any Third Party Claim with a third partyGovernmental Body in respect of Pre-Closing Taxes, requires immediate actionincluding any Tax audit, the parties will make every effort other than any such Third Party Claim that relates to reach a decision employment taxes (for which no consent right shall apply), and (ii) except with respect thereto as expeditiously as possible. to Third Party Claims described in the foregoing clause (ei) If of this Section 8.5(d), no settlement, adjustment or compromise of any Third Party Claim shall be determinative of the Indemnifying existence of a claim for indemnification under this Article VIII or the amount of Losses relating to such claim. In the event that the Stockholder Representative has consented to any such settlement, adjustment or compromise, neither the Stockholder Representative nor any Company Escrow Party does not elect shall have any power or authority to assume control object under any provision of this Article VIII or the Escrow Agreement to the amount of any claim by any Parent Indemnified Party against the Escrow Amount or otherwise participate in the defense of any third party claim, it shall be bound by the results obtained by the Claimant for indemnity with respect to such claimsettlement, adjustment or compromise.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) The party claiming seeking indemnification under this Article 16 (the "ClaimantClaimant ") shall give -------- reasonably prompt notice to the party from whom indemnification is claimed sought (the "Indemnifying PartyIndemnitor") of any claim, whether solely between the parties or brought by a ------------------ third party, specifying: specifying (i) the factual basis for such claim the claim, and (ii) the amount of the claim. If the claim relates to an action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten fifteen (1015) Business Days business days after written notice of such the action, suit or proceeding is received was given to Claimant. In all other circumstances, notice shall be given by Claimant within thirty (30) days after Claimant becomes, or should have become, aware of the facts giving rise to the claim. Notwithstanding the foregoing, Claimant's failure to give Indemnitor timely notice shall not preclude Claimant from seeking indemnification from Indemnitor except to the extent that Claimant's failure has materially prejudiced Indemnitor's ability to defend the claim or litigation. (b) Following With respect to claims between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party Indemnitor shall have twenty thirty (2030) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) calendar days to make such any investigation of the claim as that the Indemnifying Party Indemnitor deems necessary or desirable. For the purposes of such this investigation, the Claimant agrees to make available to the Indemnifying Party or Indemnitor and/or its authorized representative(s) representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party Indemnitor cannot agree at or prior to the expiration of said 20-day period (or any mutually agreed upon extension thereof) as to the validity and amount of such claim, the Indemnifying Party shall immediately pay to claim within the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said 30-day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party Indemnitor shall have the right at its own expense, expense to participate in or assume control of the defense of such the claim, and the Claimant shall cooperate fully with the Indemnifying PartyIndemnitor, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnitor. If the Indemnifying Party Indemnitor elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such the claim and retain separate co-counsel at the Indemnifying Party's as its own expense; provided if requested to participate at Indemnifying Party's request or if the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed). (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party Indemnitor does not elect to assume control or otherwise participate in the defense of any third party claim, Claimant may, but shall have no obligation to, defend or settle such claim or litigation in such manner as it deems appropriate, and in any event Indemnitor shall be bound by the results obtained by the Claimant with respect to the claim (by default or otherwise) and shall promptly reimburse Claimant for the amount of all expenses (including the amount of any judgment rendered), legal or otherwise, incurred in connection with such claimclaim or litigation. The Indemnitor shall be subrogated to all rights of the Claimant against any third party with respect to any claim for which indemnity was paid.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) The party claiming indemnification (the "Claimant") shall promptly give -------- reasonably prompt notice to the party from whom indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a ------------------ third party, specifying: (i) the factual basis for such claim claim; and (ii) the amount of the claim. If the claim relates to an action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten five (105) Business Days business days after written notice of such action, suit or proceeding is received by was given to Claimant. Claimant's failure to give the Indemnifying Party such notice shall not preclude Claimant from obtaining indemnification from the Indemnifying Party unless Claimant's failure has materially prejudiced the Indemnifying Party's ability to defend the claim or litigation, and then the Indemnifying Party's obligation shall be reduced to the extent of such prejudice. (b) Following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have twenty thirty (2030) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or and/or its authorized representative(s) representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20-thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. (c) With respect to any claim by a third party as to which the Claimant asserts it is entitled to indemnification hereunder, the Indemnifying Party shall have the right right, at its own expense, to participate in or at its election to assume control of the defense of such claim, and with counsel reasonably satisfactory to Claimant, subject to reimbursement for actual out-of-pocket expenses incurred by Claimant as the Claimant shall cooperate fully with result of request by the Indemnifying Party, PROVIDED, HOWEVER, that the Claimant may retain separate co-counsel at its sole cost and expense and participate in the defense of any such claim by a third party and, PROVIDED, FURTHER, that the Indemnifying Party shall conduct the defense of the third party claim actively and diligently thereafter. If the Indemnifying Party elects to assume control of the defense of any third-third party claim, the Claimant shall have Indemnifying Party may nevertheless reserve the right to participate dispute the amount of indemnification claimed or dispute Claimant's right to be indemnified with respect to all or any portion of the claim. Except with the written consent of the Claimant, Indemnifying Party shall not, in defending any claim or any litigation resulting therefrom, consent to entry of any judgment or enter into any settlement which does not release the defense Claimant from all liability in respect of such claim and retain separate co-counsel at or litigation. In the event the Claimant fails to consent to any settlement or compromise which results in damages in excess of the amount for which consent was requested, the limitation of the Indemnifying Party's expense; provided if requested obligations to participate at Indemnifying Party's request or if indemnify the Claimant reasonably believes (based upon an opinion with respect to the subject matter of counsel) that a conflict the claim shall be the amount of interest exists between the proposed settlement or compromise rejected by Claimant and the Indemnifying PartyClaimant shall be responsible for, then and shall hold harmless the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to from, all damages (including, without limitation, attorney's fees, court costs and other costs of litigation or settlement) in excess of the amount of the proposed settlement or compromise rejected by Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed). (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If In the Indemnifying Party does not elect event an indemnification amount is finally determined to assume control or otherwise participate in be due and payable to Purchaser pursuant to the defense provisions hereof prior to the time that the Promissory Note is payable, then the amount of any third party claim, it such finally determined indemnification amount shall be bound by applied against the results obtained by amount payable pursuant to the Claimant with respect Promissory Note and against the amount payable to such claimthe Selling Shareholders as the result of the Letter of Credit.

Procedure for Indemnification. The procedure for seeking indemnification shall ----------------------------- be as follows:. (a) The party claiming indemnification (the "“Claimant"”) shall promptly give -------- reasonably prompt notice to the party from whom indemnification is claimed (the "“Indemnifying Party"”) of any claim, whether between the parties or brought by a ------------------ third party, specifying: specifying (i) the factual basis for such claim and (ii) if known, the estimated amount of the claim. If the claim relates to an action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten five (105) Business Days business days after written notice of such action, suit or proceeding is received by was given to Claimant. Such notice shall not be a condition precedent to any liability of the Indemnifying Party under the provisions for indemnification contained in this Agreement, unless (and only to the extent that) failure to give such notice materially prejudices the rights of the Indemnifying Party with respect to such actions or proceedings. (b) Following receipt of notice from the Claimant of a claimclaim for indemnification, the Indemnifying Party shall have twenty thirty (2030) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) calendar days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or and its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20-thirty (30) calendar day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. (c) With respect to any claim by a third party as to which the Claimant is entitled to seeks indemnification hereunder, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim and retain separate co-counsel at its own expense. Notwithstanding the election of the Indemnifying Party's expense; provided if requested Party to assume the defense of such action, the Claimant shall have the right to employ separate counsel and to participate at in the defense of such action, and the Indemnifying Party's request or Party shall bear the reasonable fees, costs and expenses of separate counsel if (i) the use of counsel chosen by the Indemnifying Party to represent the Claimant reasonably believes (based upon an opinion of counsel) that would present such counsel with a conflict of interest exists between Claimant interest; (ii) the defendants in, or targets of, any such action include both the Indemnifying Party and the Claimant, and there are reasonably likely to be legal defenses available to it which are different from or additional to those available to the Indemnifying Party, then Party (in which case the Indemnifying Party shall not have the right to direct the defense of such action on behalf of the Claimant will be reimbursed for reasonable expenses of counsel. The except to the extent not jeopardizing such additional defenses); (iii) the Indemnifying Party will select shall not have employed counsel reasonably satisfactory to the Claimant. The Claimant to represent the Claimant within a reasonable time after notice of the institution of such action; or (iv) the Indemnifying Party will not consent shall authorize in writing the Claimant to an entry employ separate counsel at the expense of judgment the Indemnifying Party. If the Indemnifying Party chooses to defend any claim, the Claimant shall make available to the Indemnifying Party any books, records or settlement without release of liability andother documents within its control that are necessary or appropriate for such defense, with respect subject to nonmonetary termsattorney client privilege and confidentiality agreements. In any event, the Claimant's , the Indemnifying Party and the Indemnifying Party’s counsel (and, if applicable, the Claimant’s counsel), shall cooperate (at no material cost to the Claimant other than the cost of Claimant’s counsel) in the compromise of, or defense against, any such asserted liability. If the Indemnifying Party assumes the defense of such an action, no compromise or settlement thereof may be effected by the Indemnifying Party without the Claimant’s consent (which shall in any event not to be unreasonably withheld withheld) unless (x) there is no finding or delayed)admission of any violation of the rights of any person by the Claimant and no effect on any other claims that may be made against the Claimant and (y) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party. (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If The Claimant may not compromise or settle any such claim without the prior written consent of the Indemnifying Party does Party, which consent may not elect be unreasonably withheld. (f) The indemnification rights provided in Sections 10.2 and 10.3 shall extend to assume control or otherwise participate the shareholders, directors, officers, employees, Affiliates and agents of the Claimant although for the purpose of the procedures set forth in the defense of this Section 10.4, any third party claim, it indemnification claims by such parties shall be bound made by and through the results obtained by Claimant. (g) The indemnification obligations of Seller under this Article X shall constitute the Claimant sole and exclusive remedies of Buyer for recovery of money damages after the Closing Date. The indemnification obligations of Buyer under this Article X shall constitute the sole and exclusive remedies of Seller for recovery of money damages after the Closing Date, except to the extent that Seller is seeking to recover with respect to such claimany failure of Buyer to pay amounts owed to Seller pursuant to Section 2.2 hereof or any failure of Buyer to satisfy the Royalty Payment Obligations or the assumed obligations with respect to the Assigned Contracts (if any).

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) 4.4.1 The party claiming indemnification (the "“Claimant"”) shall promptly give -------- reasonably prompt written notice to the party from whom indemnification is claimed (the "“Indemnifying Party"”) of any claim, whether between the parties or brought by a ------------------ third party, specifying: specifying (ia) in reasonable detail, the factual basis for such claim and (iib) in good faith, the estimated amount of the such claim. If the claim relates to an action, suit suit, hearing, arbitration, proceeding (public or proceeding private) or investigation that has been brought by or against any Governmental Authority or any other Person filed by a third party against Claimantthe Claimant (“Proceeding”), such notice shall be given by Claimant within ten (10) 10 Business Days after written notice of such action, suit or proceeding is Proceeding was received by Claimant. The failure of the Claimant to provide such written notice within the time period specified shall not relieve the Indemnifying Party of its indemnification liability under this Agreement, unless and except to the extent that such failure materially prejudices the rights of the Indemnifying Party in defending against the claim or Proceeding. (b) 4.4.2 Following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have twenty (20) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) 30 days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 2030-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), subject to Section 4.4.3 of this Agreement, with respect to third-party claims, the Claimant may seek appropriate legal remedy. (c) 4.4.3 With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party shall have the right right, at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. The Claimant shall have the right to approve legal counsel selected by the Indemnifying Party, which approval shall not be unreasonably withheld. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim and retain separate co-with legal counsel at the Indemnifying Party's expenseof its own selection; provided if requested to participate at Indemnifying Party's request or if provided, however, that the Claimant reasonably believes (based upon an opinion shall pay the fees and expenses of counsel) that a conflict of interest exists between such counsel unless the named parties to any such claim include both the Claimant and the Indemnifying Party and the Claimant has been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party (in which case, if the Claimant informs the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, then the Claimant will Indemnifying Party shall not have the right to assume the defense of such claim on behalf of the Claimant), it being understood that the Indemnifying Party shall not, in connection with any one claim, be reimbursed liable for reasonable the fees and expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to more than one separate firm of attorneys at any time for the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed). (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third third-party claim, it shall be bound by the results obtained by the Claimant with respect to such claim; provided, however, that no settlement or compromise of any claim which may result in any indemnification liability may be made by the Claimant without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party may pay, settle or compromise any claim by a third party (a) with the written consent of the Claimant, not to be unreasonably withheld or delayed, or (b) without the written consent of the Claimant, so long as such settlement includes (i) an unconditional release of the Claimant from all liability in respect of such third party claim, (ii) does not subject the Claimant to any injunctive relief or other equitable remedy, and (iii) does not include a statement or admission of fault, culpability or failure to act by or on behalf of any Claimant. 4.4.4 Upon satisfaction of any third-party claim pursuant to this Section 4.4, the Indemnifying Party shall be subrogated to all rights and remedies of the Claimant against any third party with respect to such claim; provided that such right of subrogation shall be limited in amount to the amount actually received by the Claimant from the Indemnifying Party with respect to such claim; and provided, further, that any claim by an Indemnifying Party against any such third party resulting from such right of subrogation shall be subordinated to any claim of the Claimant against such third party for amounts in excess of the amount actually received by the Claimant from the Indemnifying Party pursuant to this Section 4.4. 4.4.5 The amount of any claim indemnifiable by an Indemnifying Party pursuant to this Section 4.4 shall be reduced (a) by the amount of any insurance proceeds resulting from the subject matter of such claim actually received by the Claimant in respect of such claim (net of any resulting increase in insurance premiums and any expenditures made in connection with obtaining such insurance recovery), and (b) to take account of any Tax benefit to the Claimant arising from the claim (net of the Tax detriment, if any, arising from the receipt of insurance proceeds or indemnification payments by or on behalf of the Claimant).

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) The party claiming indemnification (the "Claimant") shall promptly give -------- reasonably prompt notice to the party from whom which indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a ------------------ third party, specifying: (i) specifying in reasonable detail the factual basis for such the claim and (ii) the amount of thereof (if known and quantifiable); provided, 64 - 56 - however, that the claim. If the claim relates failure to an action, suit or proceeding filed by a third party against Claimant, give such notice shall be given by Claimant within ten (10) Business Days after written notice of such action, suit or proceeding not impair the Claimant's rights hereunder unless the Indemnifying Party is received by Claimantmaterially prejudiced thereby. (b) Following With respect to claims solely between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have twenty thirty (2030) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or and its authorized representative(s) representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20the thirty-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim, subject to the terms hereof and the terms of, and procedures set forth in, the Indemnity Agreement. If the Claimant and the Indemnifying Party do not agree within said period thirty (30) days following receipt of notice of the claim from the Claimant (or any mutually agreed upon extension thereof), the Claimant may seek an appropriate legal remedy. (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunderunder this Agreement, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party; provided that notwithstanding the foregoing, if such claim is from a Franchising Authority or other Governmental Authority and Charter or Buyer are seeking indemnification against Holdings in respect of such claim, Charter and Buyer may retain control of the defense of such claim, but Holdings shall have the right, at its own expense, to participate in the defense of such claim, and Buyer and Charter shall cooperate with Holdings in defending such claim and keep Holdings informed of all material strategies and developments therein. Neither Charter nor Buyer may settle any such claim by a Franchising Authority or other Governmental Authority for which Holdings would be liable without the consent of Holdings, which shall not be unseasonably withheld. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim and retain separate co-counsel at the Indemnifying Party's its own expense; provided if requested to participate at Indemnifying Party's request or if the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed). (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party does not elect to participate in or assume control or otherwise participate in of the defense of any third third-party claim, it shall be bound by the results obtained by the Claimant with respect will not enter into any settlement of such claim which could result in indemnification liability without the Indemnifying Party's prior written consent (which shall not be unreasonably withheld). Any such settlement will be binding upon Buyer and Charter or Holdings, as the case may be, for purposes of determining whether any indemnification payment is required pursuant to such claimthis Section 10.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) The In the event that any Purchaser Indemnitees or Seller Indemnitees shall incur Claims or Losses for which indemnity may be sought, the party claiming indemnified hereunder (“Indemnitee”) shall notify the party providing indemnification (“Indemnitor”) by written notice (a “Claim Notice”) promptly after discovery of the "Claimant") filing or assertion of any Claim against Indemnitee; provided that, any delay or failure to notify Indemnitor shall give -------- reasonably prompt notice not relieve it from any liability except to the extent that the defense of such action is materially prejudiced or materially adversely affected by such delay or failure to notify. In the event that an indemnification matter does not involve a third party from whom indemnification is claimed (Claim, subject to compliance with Section 8.5(b) below, in response to a Claim Notice the "Indemnifying Party") of any claim, whether between the parties or brought by a ------------------ third party, specifying: Indemnitor shall either (i) object to such Claim by delivering a written notice specifying in reasonable detail the factual basis for such claim and objection within thirty (30) business days after delivery by the Indemnitee of such Claim Notice (the “Dispute Statement”) or (ii) if a Dispute Statement is not received by the Indemnitee within such thirty (30) business day period, the amount set forth in the Claim Notice shall be deemed accepted by the Indemnitor. If the Indemnitor delivers to the Indemnitee a Dispute Statement 155815138v19 applicable to all or any portion of a Claim within the thirty (30) business day period set forth above, then the amount in dispute set forth in the Dispute Statement shall not be payable to the Indemnitee until either (A) Indemnitee and Indemnitor jointly agree in writing to the resolution of the amount in dispute in such Dispute Statement, or (B) a court of competent jurisdiction enters a final and non-appealable order regarding the Claim and the amount in dispute in such Dispute Statement. Within five (5) business days after a final determination of each Claim pursuant to this Section 8.5(a), the Indemnitor shall pay the Indemnitee the amount of damages sustained or incurred by the claim. If the claim relates to an action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten (10) Business Days after written notice of such action, suit or proceeding is received by ClaimantIndemnitee which have not previously been paid. (b) Following In the case of third party Claims, the Indemnitee shall give the Indemnitor a reasonable opportunity (i) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the Indemnitee, (ii) to take all other reasonable steps or proceedings to settle or defend any such Claims, provided that the Indemnitor shall not settle third party Claims other than solely for money damages without the prior written consent of the Indemnitee (including, without limitation, settlements imposing equitable remedies or injunctive relief on the Indemnitee), which consent shall not be unreasonably conditioned, withheld or delayed, and (iii) to employ counsel designated by the Indemnitor and reasonably satisfactory to the Indemnitee to contest any such Claim or liability in the name of Indemnitee or otherwise. The Indemnitor shall, within thirty (30) days of receipt of a notice from the Claimant of a claim, the Indemnifying Party shall have twenty (20) Business Days (or such shorter period of time as may be required to respond Claim give written notice to the subject litigation or proceeding) Indemnitee of its intention to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying PartyClaim. If the Indemnifying Party elects Indemnitor does not deliver to the Indemnitee within the thirty (30)-day notice period notice that Indemnitor shall assume control of the defense of any third-party claimsuch Claim or litigation, the Claimant Indemnitee may defend against and settle any such Claim or litigation in such manner as it may deem appropriate, all at the expense of the Indemnitor, and the costs and expenses of all proceedings, contests or lawsuits and all other damages sustained or incurred with respect to such Claims, proceedings or litigation shall be borne solely by the Indemnitor. In the event that the Indemnitor does timely assume the defense provided above, the Indemnitee shall have the right to fully participate in the such defense of such claim and retain separate co-counsel at the Indemnifying Party's its sole expense; provided if requested to participate at Indemnifying Party's request or if the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant , and the Indemnifying PartyIndemnitor shall reasonably cooperate with the Indemnitee in connection with such participation, then and in all cases the Claimant will be reimbursed for reasonable expenses Indemnitor shall keep the Indemnitee fully informed as to all matters concerning each Claim. Within five (5) business days after a final determination of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry each third party Claim by any court, panel of judgment arbitrator(s) or settlement without release of liability and, with respect to nonmonetary termsGovernmental Entity having jurisdiction thereof, the Claimant's consent (not to be unreasonably withheld Indemnitor shall pay the Indemnitee the amount of damages sustained or delayed). (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third party claim, it shall be bound incurred by the results obtained by the Claimant with respect to such claimIndemnitee which have not previously been paid.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) The party claiming indemnification (the "ClaimantCLAIMANT") shall promptly give -------- reasonably prompt notice to the party from whom which indemnification is claimed (the "Indemnifying PartyINDEMNIFYING PARTY") of any claim, whether between the parties or brought by a ------------------ third party, specifying: (i) specifying in reasonable detail the factual basis for such the claim and (ii) the amount of the claim. If the claim relates to an action, suit suit, or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten five (105) Business Days business days after written notice of such action, suit suit, or proceeding is received by was given to Claimant. (b) Following With respect to claims solely between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have twenty thirty (2030) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or and its authorized representative(s) representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20-such thirty(30) day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim, subject to the terms hereof and the terms of, and procedures set forth in, the Indemnity Agreement. If the Claimant and the Indemnifying Party do not agree within said such thirty (30) day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedyremedy at law or equity, as applicable. (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunderunder this Agreement, the Indemnifying Party Party, subject to its acknowledgement of its indemnity obligations hereunder, shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim and retain separate co-counsel at the Indemnifying Party's its own expense; provided if requested to participate at Indemnifying Party's request or if the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed). (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third third-party claim, it the Claimant will not enter into any settlement of such claim which could result in indemnification liability to the Indemnifying Party unless the Claimant gives the Indemnifying Party ten (10) days' prior written notice of such settlement. If the Indemnifying Party does not thereupon elect to assume the defense of such claim (with a written acknowledgment of its indemnity obligations hereunder) within such ten (10) business days after such notice is given, then the Claimant may enter into such settlement and such settlement shall be bound by binding upon Buyer or Sellers, as the results obtained by case may be, for purposes of determining whether any indemnification payment is required pursuant to this Section 10. If the Indemnifying Party does elect to assume control of the defense of any third-party claim, the Indemnifying Party may not enter any settlement of such claim unless the Indemnifying Party gives the Claimant with respect to prior written notice of the terms of such claim.settlement, provided that without the Claimant's prior written consent, the Indemnifying Party shall not enter

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a1) The party claiming indemnification (the "Claimant") shall promptly give -------- reasonably prompt notice to the party from whom which indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a ------------------ third party, specifying: (i) specifying in reasonable detail the factual basis for such claim and (ii) the amount of the claim. If the claim relates to an action, suit suit, or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten (10) Business Days days after written notice of such action, suit suit, or proceeding is received by was given to Claimant, provided that any failure to give notice of such action, suit, or proceeding within such ten (10) day period shall not relieve the Indemnifying Party of its obligations hereunder except to the extent such failure shall have prejudiced such party in the defense or resolution of any such claim. The notice of a claim may be amended on one or more occasions with respect to the amount of the claim at any time prior to final resolution of the obligation to indemnify relating to the claim. (b2) Following With respect to claims solely between the parties, following receipt of notice from the Claimant of a the claim, the Indemnifying Party shall have twenty thirty (2030) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or and/or its authorized representative(s) representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20the thirty-day (30) period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said the thirty-day (30) period (or any mutually agreed upon extension thereof), the Claimant may seek an appropriate legal remedyremedy at law or equity. (c3) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunderunder this Agreement, the Indemnifying Party shall have the right right, at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. The Indemnifying Party may elect to compromise or contest, at its own expense and with counsel reasonably acceptable to the Claimant, any third party claim. If the Indemnifying Party elects to compromise or contest such third party claim, it shall within thirty (30) days after receipt of the notice of the claim (or sooner, if the nature of the third party claim so requires) notify the Claimant of its intent to do so by sending a notice to the Indemnified Party (the "Contest Notice"), and the Claimant shall cooperate, at the expense of the Indemnifying Party, in the compromise or contest of such third party claim. If the Indemnifying Party elects not to compromise or contest the third party claim, fails to notify the Claimant of its election as herein provided or contests its obligation to indemnify under this Agreement, the Claimant (upon further notice to the Indemnifying Party) shall have the right to pay, compromise or contest such third party claim on behalf of and for the account and risk of the Indemnifying Party. Anything in this Section 11.3 to the contrary notwithstanding, (i) the Claimant shall have the right, at its own cost and for its own account, to compromise or contest any third party claim, and (ii) the Indemnifying Party shall not, without the Claimant's written consent, settle or compromise any third party claim or consent to entry of any judgment which does not include an unconditional term releasing the Claimant from all liability in respect of such third party claim. In any event, the Claimant and the Indemnifying Party may participate, at their own expense, in the contest of such third party claim. In addition, with respect to any claim related to Taxes, Xxxx and Merger Corp. shall have the right to participate in and attend any meeting or proceeding (at Xxxx'x and Merger Corp.'s own cost and expense) with respect thereto, shall be provided with copies of any written communication or information regarding any oral communication with respect thereto as soon as possible after the receipt thereof (including, but not limited to, information with respect to any proposed meeting or proceeding) and shall have the right to approve any settlement thereof if the terms of such settlement could increase, directly or indirectly, any liability for Taxes of Xxxx or Merger Corp. in any period following the Closing. If the Indemnifying Party elects to assume control of the defense of any a third-party claim, the Claimant shall have the right to participate in the defense of such claim and retain separate co-counsel at its own expense. If the Indemnifying Party's expense; provided if requested Party does not elect to assume control or otherwise participate at Indemnifying Party's request or if in the defense of any third party claim, it shall be bound by the results obtained by the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed)such claim. (d4) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e5) If The indemnification rights provided in Sections 11.1 and 11.2 shall extend to the Indemnifying Party does not elect to assume control or otherwise participate in the defense shareholders, directors, officers, members, employees, and representatives of any third party claim, it shall be bound by the results obtained by the Claimant with respect to such claimClaimant.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a1) The party claiming indemnification (the "Claimant") shall promptly give -------- reasonably prompt notice to the party from whom which indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a ------------------ third party, specifying: (i) specifying in reasonable detail the factual basis for such claim and (ii) the amount of the claim. If the claim relates to an action, suit suit, or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten (10) Business Days days after written notice of such action, suit suit, or proceeding is received by was given to Claimant, provided that any failure to give notice of such action, suit, or proceeding within such ten (10) day period shall not relieve the Indemnifying Party of its obligations hereunder except to the extent such failure shall have prejudiced such party in the defense or resolution of any such claim. The notice of a claim may be amended on one or more occasions with respect to the amount of the claim at any time prior to final resolution of the obligation to indemnify relating to the claim. (b2) Following With respect to claims solely between the parties, following receipt of notice from the Claimant of a the claim, the Indemnifying Party shall have twenty thirty (2030) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or and/or its authorized representative(s) representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20the thirty-day (30) period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said the thirty-day (30) period (or any mutually agreed upon extension thereof), the Claimant may seek an appropriate legal remedyremedy at law or equity. (c3) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunderunder this Agreement, the Indemnifying Party shall have the right right, at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. The Indemnifying Party may elect to compromise or contest, at its own expense and with counsel reasonably acceptable to the Claimant, any third party claim. If the Indemnifying Party elects to compromise or contest such third party claim, it shall within thirty (30) days after receipt of the notice of the claim (or sooner, if the nature of the third party claim so requires) notify the Claimant of its intent to do so by sending a notice to the Indemnified Party (the "Contest Notice"), and the -45- Claimant shall cooperate, at the expense of the Indemnifying Party, in the compromise or contest of such third party claim. If the Indemnifying Party elects not to compromise or contest the third party claim, fails to notify the Claimant of its election as herein provided or contests its obligation to indemnify under this Agreement, the Claimant (upon further notice to the Indemnifying Party) shall have the right to pay, compromise or contest such third party claim on behalf of and for the account and risk of the Indemnifying Party. Anything in this Section 11.3 to the contrary notwithstanding, (i) the Claimant shall have the right, at its own cost and for its own account, to compromise or contest any third party claim, and (ii) the Indemnifying Party shall not, without the Claimant's written consent, settle or compromise any third party claim or consent to entry of any judgment which does not include an unconditional term releasing the Claimant from all liability in respect of such third party claim. In any event, the Claimant and the Indemnifying Party may participate, at their own expense, in the contest of such third party claim. In addition, with respect to any claim related to Taxes, Gray and Merger Corp. shall have the right to participate in and attexx xny meeting or proceeding (at Gray's and Merger Corp.'s own cost and expense) with respect thereto, xxxxx be provided with copies of any written communication or information regarding any oral communication with respect thereto as soon as possible after the receipt thereof (including, but not limited to, information with respect to any proposed meeting or proceeding) and shall have the right to approve any settlement thereof if the terms of such settlement could increase, directly or indirectly, any liability for Taxes of Gray or Merger Corp. in any period following the Closing. If the Indexxxxying Party elects to assume control of the defense of any a third-party claim, the Claimant shall have the right to participate in the defense of such claim and retain separate co-counsel at its own expense. If the Indemnifying Party's expense; provided if requested Party does not elect to assume control or otherwise participate at Indemnifying Party's request or if in the defense of any third party claim, it shall be bound by the results obtained by the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed)such claim. (d4) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e5) If The indemnification rights provided in Sections 11.1 and 11.2 shall extend to the Indemnifying Party does not elect to assume control or otherwise participate in the defense shareholders, directors, officers, members, employees, and representatives of any third party claim, it shall be bound by the results obtained by the Claimant with respect to such claimClaimant.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) : The party claiming indemnification (the "“Claimant"”) shall give -------- reasonably prompt notice to the party from whom indemnification is claimed (the "“Indemnifying Party"”) of any claim, whether between the parties or brought by a ------------------ third party, specifying: specifying (ia) the factual basis for such claim and (iib) the amount of the claim. If the claim relates to an action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten (10) Business Days after written notice of such action, suit or proceeding is received by Claimant. (b) Following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have twenty (20) Business Days days (or such shorter period of time as may be is required to respond to the subject litigation or proceeding) to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said twenty (20-) day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claimamount. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. (c) . With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claimclaim at its sole cost and expense, the Claimant shall have the right to participate in the defense of such claim and retain separate co-counsel at the Indemnifying Party's its own expense; provided provided, if requested to participate at Indemnifying Party's ’s request or if the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed)[***]. (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third party claim, it shall be bound by the results obtained by the Claimant with respect to such claim.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) The party claiming indemnification (the "Claimant") shall promptly give -------- reasonably prompt notice to the party from whom which indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a ------------------ third party, specifying: (i) specifying in reasonable detail the factual basis for such claim and (ii) the claim, the amount thereof, estimated in good faith, and the method of computation of such claim, all with reasonable particularity and containing a reference to the claimprovisions of this Agreement in respect of which such indemnification claim shall have occurred. If the claim relates to an action, suit suit, or proceeding filed by a third party against the Claimant, such notice shall be given by the Claimant within ten (10) Business Days promptly after written notice of such action, suit suit, or proceeding is received by was given to the Claimant; provided, however, that any delay in giving the notice shall not impair the Claimant's rights hereunder unless such delay prejudices the Indemnifying Party's ability to defend such claim. (b) Following With respect to claims solely between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have twenty (20) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) thirty days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or and its authorized representative(s) representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20-such thirty day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said such thirty day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedyremedies pursuant to Section 12.9. (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunderunder this Agreement, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense defense, compromise or settlement of such claim, and claim (including the selection of counsel reasonably satisfactory to the Claimant). The Claimant shall cooperate fully in all respects with the Indemnifying Party in any such defense, compromise or settlement, including by making available to the Indemnifying Party all pertinent information under its control, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in such defense with legal counsel of the Claimant's own selection, but the fees and expenses of such counsel shall be Claimant's fees and expenses unless (i) the Indemnifying Party has agreed to pay such fees and expenses, (ii) the Indemnifying Party has failed to assume the defense of such claim and retain separate co-claim, within ten business days after receiving notice of such claim, (iii) the employment of such counsel at the Indemnifying Party's expense; provided if requested to participate at Indemnifying Party's request or if the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and has been specifically authorized by the Indemnifying Party, or (iv) the named parties to any proceeding in respect of the claim (including any impleaded parties) include both the Indemnifying Party and the Claimant and the Claimant has been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party (in which case, if the Claimant notifies the Indemnifying Party that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense of such action, claim or proceeding on behalf of the Claimant, it being understood, however, that the Indemnifying Party shall not, in connection with any one such action, claim or proceeding or separate but substantially similar or related actions, claims or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for the Claimant). If the Indemnifying Party does not (or, as provided in clause (iv) of the preceding sentence, cannot) elect to assume control or otherwise participate in the defense of any third-party claim, then the Claimant will be reimbursed for may defend through counsel of its own choosing and (so long as it gives the Indemnifying Party at least five business days prior written notice of the terms of any proposed settlement thereof and permits the Indemnifying Party to then undertake the defense thereof) settle such claim, action or suit, and to recover from the Indemnifying Party the amount of such settlement or of any judgment and the reasonable costs and expenses of counselsuch defense. The Indemnifying Party will select counsel reasonably satisfactory to shall not compromise or settle any third party claim, action or suit without the prior written consent of the Claimant. The Indemnifying Party , which consent will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed).; provided, however, that in the event such consent is unreasonably withheld and the compromise or settlement includes as an unconditional term thereof a release of the Claimant from all liability relating to such matter, then the Indemnifying Party's liability to the Claimant under this Article 11 shall be limited to the amount it would have been if Claimant had not withheld its consent (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every reasonable effort to reach a decision with respect thereto as expeditiously as possiblepracticable. (e) If Following the Indemnifying Party does not elect to assume control Closing, Seller shall have no right of contribution against the Company for any indemnification payment made by Seller hereunder or otherwise participate in otherwise, and Seller hereby waives any and all rights of contribution that it may have against the defense of any third party claim, it shall be bound by the results obtained by the Claimant with respect to such claimCompany.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) The party claiming seeking indemnification under this Article 16 (the "Claimant") shall give -------- reasonably prompt notice to the party from whom indemnification is claimed sought (the "Indemnifying PartyIndemnitor") of any claim, whether solely between the parties or brought by a ------------------ third party, specifying: specifying (i) the factual basis for such claim the claim, and (ii) the amount of the claim. If the claim relates to an action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten fifteen (1015) Business Days business days after written notice of such the action, suit or proceeding is received was given to Claimant. In all other circumstances, notice shall be given by Claimant within thirty (30) business days after Claimant becomes, or should have become, aware of the facts giving rise to the claim. Notwithstanding the foregoing, Claimant's failure to give Indemnitor timely notice shall not preclude Claimant from seeking indemnification from Indemnitor except to the extent that Claimant's failure has materially prejudiced Indemnitor's ability to defend the claim or litigation. (b) Following With respect to claims between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party Indemnitor shall have twenty thirty (2030) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) business days to make such any investigation of the claim as that the Indemnifying Party Indemnitor deems necessary or desirable. For the purposes of such this investigation, the Claimant agrees to make available to the Indemnifying Party or Indemnitor and/or its authorized representative(s) representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party Indemnitor cannot agree at or prior to the expiration of said 20-day period (or any mutually agreed upon extension thereof) as to the validity and amount of such claim, the Indemnifying Party shall immediately pay to claim within the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said 30-day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedypay, compromise, or defend such a claim without prejudice to any rights it may have hereunder. (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party Indemnitor shall have the right at its own expense, expense to participate in or assume control of the defense of such claimthe claim with counsel of Indemnitor's choice, provided, that once the defense thereof is assumed by the Indemnitor, the Indemnitor shall keep the Claimant advised of all developments in the defense thereof, and any related litigation, and the Claimant shall cooperate fully with the Indemnifying PartyIndemnitor, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnitor. If the Indemnifying Party Indemnitor elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such the claim and retain separate co-counsel at the Indemnifying Party's as its own expense; provided if requested to participate at Indemnifying Party's request or if the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed). (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party Indemnitor does not elect to assume control or otherwise participate in the defense of any third party claim, Claimant may, but shall have no obligation to, defend or settle such claim or litigation in such manner as it deems appropriate, and in any event Indemnitor shall be bound by the results obtained by the Claimant with respect to the claim (by default or otherwise) and shall promptly reimburse Claimant for the amount of all expenses (including the amount of any judgment rendered), legal or otherwise, incurred in connection with such claimclaim or litigation. The Indemnitor shall be subrogated to all rights of the Claimant against any third party with respect to any claim for which indemnity was paid.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (ai) The party claiming indemnification (the "Claimant") shall promptly give -------- reasonably prompt notice to the party from whom which indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a ------------------ third party, specifying: (i) specifying in reasonable detail the factual basis for such claim and the claim. (ii) With respect to claims solely between the amount of the claim. If the claim relates to an actionparties, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten (10) Business Days after written notice of such action, suit or proceeding is received by Claimant. (b) Following following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have twenty (20) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) thirty days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or and its authorized representative(s) representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20the thirty-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said the thirty-day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedyremedy at law or equity. (ciii) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunderunder this Agreement, if the Indemnifying Party notifies the Claimant in writing within ten days of its receipt of notice from the Claimant of the third-party claim that the Indemnifying Party acknowledges its potential liability to the Claimant under this Agreement, the Indemnifying Party shall have the right right, at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim and retain separate co-counsel at its own expense. If the Indemnifying Party's expense; provided if requested Party fails timely to participate at notify the Claimant in writing that the Indemnifying Party's request Party acknowledges its potential liability to the Claimant under this Agreement or if the Claimant reasonably believes (based upon an opinion Indemnifying Party does not elect to assume control or otherwise participate in the defense of counsel) that a conflict of interest exists between Claimant and any third-party claim, the Indemnifying Party, then Party shall be bound by the results obtained by the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed)such claim. (div) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (ev) If For the Indemnifying Party does not elect to assume control purpose of the procedures set forth in this Section, any indemnification claim by any officer, director, employee, or otherwise participate in the defense representative of Buyer shall be made by and through Buyer, and any indemnification claim by any officer, director, employee, or representative of any third party claim, it Seller shall be bound made by the results obtained by the Claimant with respect to and through such claimSeller.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) 9.4.1 The party claiming indemnification (the "“Claimant"”) shall promptly give -------- reasonably prompt notice to the party from whom indemnification is claimed (the "“Indemnifying Party"”) of any claim, whether between the parties or brought by a ------------------ third party, specifying: specifying (ia) the factual basis for such claim and (iib) the estimated amount of the claim. If the claim relates to an action, suit or proceeding filed by a third party against Claimant, such notice shall be given promptly by Claimant within ten (10) Business Days to the Indemnifying Party after written notice of such action, suit or proceeding is received by Claimant; provided, however, that the failure of the Claimant to give timely notice hereunder shall not relieve the Indemnifying Party of its obligations under this Article 9 unless, and only to the extent that, the Indemnifying Party has been materially prejudiced thereby. (b) Following 9.4.2 With respect to claims solely between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have twenty thirty (2030) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available provide to the Indemnifying Party or and its authorized representative(s) representatives reasonable detail concerning the information relied upon by the Claimant to substantiate the basis for such claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20-such thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full recoverable amount of the claim, subject to the terms hereof (including Section 9.5). If the Claimant and the Indemnifying Party do not agree to the validity and amount of such claim within said such thirty (30) day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedyremedies at law or equity, as applicable, subject to the limitations of Section 9.5. (c) 9.4.3 With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunderunder this Agreement, the Indemnifying Party shall have the right right, at its own expense, to participate in or assume control of the defense of such claimclaim with one or more counsel reasonably acceptable to the Claimant, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for reasonable out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right right, but not the obligation, to participate in the defense of such claim and retain separate co-counsel at the Indemnifying Party's its own expense; provided if requested to participate at Indemnifying Party's request or if the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed). (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) 45 If the Indemnifying Party does not elect to assume control of the defense of any third-party claim, or otherwise fails to timely prosecute such defense, then the Claimant may defend through counsel of its own choosing (and the Indemnifying Party shall be responsible for the reasonable fees of such counsel if and to the extent that the Indemnifying Party is required to indemnify the Claimant with respect to the underlying third-party claim), subject to the right of the Indemnifying Party to participate in the defense of thereof at any time prior to the settlement, compromise or final determination thereof with additional counsel at its sole cost and expense. No party shall compromise or settle any third party claim, it shall be bound by action or suit without the results obtained by prior written consent of the other party; provided, however, that if such compromise or settlement relates only to monetary amounts and provides for the full and unconditional release of the Claimant from all Liability in connection with respect to such claim, then the Indemnifying Party may settle such claim without the Claimant’s consent as long as the Indemnifying Party is responsible for the recoverable amount of such claim (subject to the limitations of Section 9.5) and the settlement of such claim does not contain an admission of wrongdoing on the part of the Claimant.

Procedure for Indemnification. The procedure for seeking indemnification shall ----------------------------- be as follows:. (a) The party claiming indemnification (the "“Claimant"”) shall promptly give -------- reasonably prompt notice to the party from whom indemnification is claimed (the "“Indemnifying Party"”) of any claim, whether between the parties or brought by a ------------------ third party, specifying: specifying (i) the factual basis for such claim and (ii) if known, the estimated amount of the claim. If the claim relates to an action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten five (105) Business Days business days after written notice of such action, suit or proceeding is received by was given to Claimant. Such notice shall not be a condition precedent to any liability of the Indemnifying Party under the provisions for indemnification contained in this Agreement, unless (and only to the extent that) failure to give such notice materially prejudices the rights of the Indemnifying Party with respect to such actions or proceedings. (b) Following receipt of notice from the Claimant of a claimclaim for indemnification, the Indemnifying Party shall have twenty thirty (2030) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) calendar days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or and its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20-thirty (30) calendar day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. (c) With respect to any claim by a third party as to which the Claimant is entitled to seeks indemnification hereunder, the Indemnifying Party shall have the right at its own expense, to participate in in, or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party, provided, that the Indemnifying Party shall not be entitled to assume control of such defense if (i) the third party claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation; (ii) the third party claim seeks an injunction or equitable relief against the Claimant which is not merely incidental to a primary damage claim or claims for monetary damages; (iii) the third party claim relates to Taxes; (iv) the third party claim relates to disputes involving the Claimant on one hand and a governmental and/or regulatory authority on the other hand, (v) the third party claim relates to disputes with a client and/or service provider of Claimant or (vi) in any case not described in (i)-(v) where it is reasonably likely, in the Claimant’s sole judgment, for the third party claim to have an material and adverse effect on the Claimant’s business or business reputation, other than as a result of money damages or other money payments. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim and retain separate co-counsel at its own expense. Notwithstanding the election of the Indemnifying Party's expense; provided if requested Party to assume the defense of such action, the Claimant shall have the right to employ separate counsel and to participate at in the defense of such action, and the Indemnifying Party's request or Party shall bear the reasonable fees, costs and expenses of separate counsel if (i) the use of counsel chosen by the Indemnifying Party to represent the Claimant reasonably believes (based upon an opinion of counsel) that would present such counsel with a conflict of interest exists between Claimant interest; (ii) the defendants in, or targets of, any such action include both the Indemnifying Party and the Claimant, and there are reasonably likely to be legal defenses available to it which are different from or additional to those available to the Indemnifying Party, then Party (in which case the Indemnifying Party shall not have the right to direct the defense of such action on behalf of the Claimant will be reimbursed for reasonable expenses of counsel. The except to the extent not jeopardizing such additional defenses); (iii) the Indemnifying Party will select shall not have employed counsel reasonably satisfactory to the Claimant. The Claimant to represent the Claimant within a reasonable time after notice of the institution of such action; or (iv) the Indemnifying Party will not consent shall authorize in writing the Claimant to an entry employ separate counsel at the expense of judgment the Indemnifying Party. If the Indemnifying Party chooses to defend any claim, the Claimant shall make available to the Indemnifying Party any books, records or settlement without release of liability andother documents within its control that are necessary or appropriate for such defense, with respect subject to nonmonetary termsattorney client privilege and confidentiality agreements. In any event, the Claimant's , the Indemnifying Party and the Indemnifying Party’s counsel (and, if applicable, the Claimant’s counsel), shall cooperate (at no material cost to the Claimant other than the cost of Claimant’s counsel) in the compromise of, or defense against, any such asserted liability. If the Indemnifying Party assumes the defense of such an action, no compromise or settlement thereof may be effected by the Indemnifying Party without the Claimant’s consent (which shall in any event not to be unreasonably withheld withheld) unless (x) there is no finding or delayed)admission of any violation of the rights of any person by the Claimant and no effect on any other claims that may be made against the Claimant and (y) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party. (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If The Claimant may not compromise or settle any such claim without the prior written consent of the Indemnifying Party does Party, which consent may not elect be unreasonably withheld. (f) The indemnification rights provided in Sections 10.2 and 10.3 shall extend to assume control or otherwise participate the shareholders, directors, officers, employees, Affiliates and agents of the Claimant although for the purpose of the procedures set forth in the defense of this Section 10.4, any third party claim, it indemnification claims by such parties shall be bound made by and through the results obtained by Claimant. (g) The indemnification obligations of Seller under this Article X shall constitute the Claimant sole and exclusive remedies of Buyer for recovery of money damages after the Closing Date. The indemnification obligations of Buyer under this Article X shall constitute the sole and exclusive remedies of Seller for recovery of money damages after the Closing Date, except to the extent that Seller is seeking to recover with respect to such claimany failure of Buyer to pay amounts owed to Seller pursuant to Section 2.2 hereof or any failure of Buyer to satisfy the assumed obligations with respect to the Assigned Contracts (if any).

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) The party claiming indemnification (the "Claimant") shall promptly give -------- reasonably prompt notice to the party from whom which indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a ------------------ third party, specifying: (i) specifying in reasonable detail the factual basis for such claim and (ii) the amount of the claim. If the claim relates to an action, suit suit, or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten (10) Business Days five business days after written notice of such action, suit suit, or proceeding is received by was given to Claimant. (b) Following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have twenty (20) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunderunder this Agreement, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim and retain separate co-counsel at its own expense. If the Indemnifying Party's expense; provided if requested Party does not elect to assume control or otherwise participate at Indemnifying Party's request or if in the defense of any third party claim, it shall be bound by the results obtained by the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed)such claim. (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If The indemnifications rights provided in Sections 10.2 and 10.3 shall extend to the Indemnifying Party does not elect to assume control or otherwise participate in the defense shareholders, directors, officers, employees, and representatives of any third party claimClaimant although for the purpose of the procedures set forth in this Section 10.4, it any indemnification claims by such parties shall be bound made by and through the results obtained by the Claimant with respect to such claimClaimant.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) The party Indemnified Person claiming indemnification (the "“Claimant"”) shall within thirty (30) days of discovery of the facts or circumstances giving rise to such claim give -------- reasonably prompt written notice to the party Party from whom which indemnification is claimed (the "“Indemnifying Party"”) of any claim, whether between the parties Parties or brought by a ------------------ third party, specifying: specifying in reasonable detail, to the extent known, (i) a description of the claim, (ii) the factual basis for such the claim (including copies of all material written evidence thereof) and (iiiii) the anticipated amount of the claimLosses related thereto (“Claim Notice”). If the claim relates to an action, suit or proceeding Action filed by a third party against the Claimant, such notice Claim Notice shall be given by the Claimant to the Indemnifying Party within ten twenty (1020) Business Days days after written notice of such action, suit or proceeding is Action was received by the Claimant. The failure by the Claimant to give such Claim Notice timely shall not affect the rights of the Claimant hereunder except to the extent that the Indemnifying Party demonstrates that the defense of such Action is materially prejudiced thereby. The Claimant shall make available to the Indemnifying Party all information and documents that the Indemnifying Party shall reasonably request and the Indemnifying Party and the Claimant shall cooperate fully in such defense subject to Section 6.4(c). (b) Following receipt of notice from With respect to claims solely between the Claimant of a claimParties, the Indemnifying Party shall have twenty thirty (2030) Business Days days following receipt of the Claim Notice (or such shorter period of time as may be required to respond to the subject litigation or proceeding“Resolution Period”) to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or its authorized representative(s) Representatives the information relied upon by the Claimant to substantiate the claimclaim and any other information reasonably requested by the Indemnifying Party. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20-day period the Resolution Period (or any mutually agreed upon extension thereof) to the validity and amount of all or any portion of such claim, or the Indemnifying Party fails to give notice to the Claimant that it disputes such claim prior to the expiration of the Resolution Period (or any mutually agreed upon extension thereof), such claim shall be conclusively deemed a Loss subject to indemnification hereunder. Within five (5) Business Days of the expiration of the Resolution Period (or any mutually agreed upon extension thereof) the Indemnifying Party shall immediately pay to the Claimant the agreed amount of the claim (or if the Indemnifying Party fails to give notice to the Claimant within the Resolution Period that it disputes the claim, the full amount of such claim) by wire transfer of immediately available funds to an account or accounts designated by the claimClaimant. If the Claimant and the Indemnifying Party do not agree within said period the Resolution Period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedyremedy at law or in equity. (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunderunder this Agreement, the Indemnifying Party shall have the right at its own expense, expense to participate in or assume control of the defense of such claim (with counsel of its choice reasonably satisfactory to the Claimant) if, within twenty (20) days after notice from the Claimant of any such claim, the Indemnifying Party provides to the Claimant written confirmation that the indemnification provisions of this Article 6 are applicable to such claim, that the Indemnifying Party will indemnify such Claimant in respect of such claim pursuant to the terms of this Article 6 (subject to the limitations set forth in this Article 6) and that the Indemnifying Party will assume the control of the defense thereof, whereupon the Claimant shall cooperate fully with the Indemnifying Party, including making available all information, documents and assistance that Indemnifying Party may reasonably request, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-third party claimclaim in accordance with the preceding sentence, the Claimant shall have the right to participate in the defense of such claim and retain separate co-counsel at its own expense, but the Indemnifying Party's expense; provided if requested Party shall control such defense. If the Indemnifying Party shall elect not to participate at Indemnifying Party's request or if undertake such defense in accordance with this Section 6.4(c), or, within a reasonable time after providing such notice to the Claimant, shall fail to defend such claim, the Claimant reasonably believes (based upon an opinion shall have the right to undertake the defense, compromise or settlement of counsel) that a conflict such claim, by counsel or other Representatives of interest exists between Claimant its own choosing, on behalf of and for the account and risk of the Indemnifying Party, then and the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory shall pay to the Claimant. The Indemnifying Party will not consent , in addition to an entry of judgment the other sums required to be paid hereunder, any reasonable costs and expenses incurred by the Claimant in connection with such defense, compromise or settlement without release of liability andas and when such costs and expenses are so incurred. Anything in this Section 6.4 to the contrary notwithstanding, with respect to nonmonetary termsany third party claim, (i) the Indemnifying Party shall not, without the Claimant's ’s written consent (which shall not to be unreasonably withheld or delayed), settle or compromise any such claim or consent to entry of any judgment which does not include as an unconditional term thereof the giving by the third party claimant or the plaintiff to the Claimant of a release from all Liability in respect of such Losses in form and substance reasonably satisfactory to the Claimant and (ii) should the Claimant have assumed the defense, the Claimant shall not, without the Indemnifying Party’s written consent (which shall not be unreasonably withheld or delayed), settle or compromise any such claim or consent to entry of any judgment with respect thereto; and (iii) the event that the Indemnifying Party undertakes defense of any such claim, the Indemnifying Party shall have an obligation to keep the Claimant informed of the status of the defense of such claim and furnish the Claimant with all documents, instruments and information that the Claimant shall reasonably request in connection therewith. (d) If a claim, whether between the parties Parties or by a third party, requires immediate action, the parties Parties will make every reasonable effort to reach a decision with respect thereto as expeditiously as possible. (e) If Notwithstanding anything herein to the contrary, the Indemnifying Party does will not elect be entitled to control the defense of a third party claim and will be obligated to indemnify the Claimant for one (1) separate counsel if: (i) a conflict on any significant issue, in the opinion of counsel of the Claimant, exists between the Claimant and the Indemnifying Party in respect of the third party claim; or (ii) the third party claim seeks, in addition to or in lieu of monetary damages, any injunctive or other equitable relief. (f) Notwithstanding anything to the contrary contained herein, in the event of any claim where the Seller is the Indemnifying Party, then all notices to the Seller shall also be provided to the Senior Lender Representative and the Second Lien Lender Representative, and the Senior Lender Representative and the Second Lien Lender Representative shall have all the rights of the Seller under this Section 6.4 to assume control or otherwise participate in the defense of any third party claimclaim and consent to or enter into any settlement subject to and in accordance with the limitations contained in this Section 6.4. Notwithstanding anything to the contrary contained herein, in the event of any claim where Seller is the Indemnified Party, subject to Section 6.5(b), the Senior Lender Representative and the Second Lien Lender Representative shall have the right to assert a claim as if it shall be bound by were the results obtained by the Claimant with respect to such claimSeller hereunder.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) The party claiming indemnification (the "Claimant") shall promptly give -------- reasonably prompt notice to the party from whom which indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a ------------------ third party, specifying: (i) specifying in reasonable detail the factual basis for such claim and (ii) the amount of the claim. If the claim relates to an action, suit suit, or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten five (105) Business Days days after written notice of such action, suit, or proceeding was given to Claimant, provided that any failure to give notice of such action, suit or proceeding is received by Claimant.within such five (5) day period shall not relieve the Indemnifying Party of its obligations hereunder except to the extent such failure shall have prejudiced such party in the defense or resolution of any such claim. 37 (b) Following With respect to claims solely between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have twenty thirty (2030) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or and/or its authorized representative(s) representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20-the thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said the thirty (30) day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedyremedy at law or equity. (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunderunder this Agreement, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim and retain separate co-counsel at its own expense. If the Indemnifying Party's expense; provided if requested Party does not elect to assume control or otherwise participate at Indemnifying Party's request or if in the defense of any third party claim, it shall be bound by the results obtained by the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed)such claim. (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If The indemnification rights provided in Sections 10.2 and 10.3 shall extend to the Indemnifying Party does not elect to assume control or otherwise participate in the defense shareholders, directors, officers, members, employees, and representatives of any third party claimClaimant although for the purpose of the procedures set forth in this Section 10.5, it any indemnification claims by such parties shall be bound made by and through the results obtained by the Claimant with respect to such claimClaimant.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) The party or parties claiming indemnification (the "Claimant") shall give -------- reasonably prompt written notice to the party from whom which indemnification is claimed sought (the "Indemnifying PartyIndemnitor") reasonably promptly after the Claimant learns of any claimclaim or proceeding covered by the foregoing agreements to indemnify and hold harmless, whether between but failure to provide prompt notice shall not be deemed to jeopardize the parties or brought Claimant's right to demand indemnification if the Indemnitor is not materially prejudiced by a ------------------ third party, specifying: (i) the factual basis for such claim and (ii) the amount of the claimdelay in receiving notice. If the Indemnitor is materially prejudiced, the Claimant's right to indemnification shall be reduced according to the extent of the actual Loss or prejudice which Indemnitor can demonstrate was caused by the delay. The Purchaser shall not be deemed to have notice of any claim relates to an action, suit or proceeding filed by a third party against Claimantreason of any knowledge acquired on or before the Closing Date by an Employee, such notice shall be given by Claimant within ten (10) Business Days after written notice independent contractor or other agent of such action, suit or proceeding is received by Claimantany Acquired Company. (b) Following With respect to claims between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party Indemnitor shall have twenty (20) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) 30 days to make such any investigation of the claim as that the Indemnifying Party Indemnitor deems necessary or desirable, or such lesser time if a 30 day period would jeopardize any rights of the Claimant to oppose or protest the claim. For the purposes purpose of such this investigation, the Claimant agrees to make available to the Indemnifying Party or Indemnitor and its authorized representative(s) representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party Indemnitor cannot agree at or prior as to the expiration validity and amount of said 20the claim within the 30-day period, or lesser period if required by this Section (or any mutually agreed upon extension thereofhereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedyremedies. (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party The Indemnitor shall have the right at to undertake, by counsel or other representatives of its own expensechoosing, to participate in or assume control of the defense of such claim. In the event that the Indemnitor shall elect not to undertake such defense, and or within 30 days after notice of such claim from the Claimant shall cooperate fully with the Indemnifying Party. If the Indemnifying Party elects fail to assume control of the defense of any third-party claimdefend, the Claimant shall have the right to undertake the defense, compromise or settlement of such claim, by counsel or other representatives of its own choosing (which counsel or other representatives shall be reasonably acceptable to the Indemnitor), on behalf of or for the account and risk of the Indemnitor. Anything in this Section 8.3 to the contrary notwithstanding, (i) if there is a reasonable probability that a claim may materially and adversely affect the Claimant other than as a result of money damages or other money payments, the Claimant shall have the right, at the cost and expense of the Claimant, to participate in the defense of such claim and retain separate co-counsel at the Indemnifying Party's expense; provided if requested to participate at Indemnifying Party's request or if the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Partydefense, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment compromise or settlement of the claim, (ii) the Indemnitor shall not, without release of liability and, with respect to nonmonetary terms, the Claimant's written consent (such consent not to be unreasonably withheld or delayed), settle or compromise any claim or consent to entry of any judgment which does not include as an unconditional term thereof the giving by the plaintiff to the Claimant of a release from all Liability in respect of such claim, and (iii) in the event that the Indemnitor undertakes defense of any claim consistent with this Section, the Claimant, by counsel or other representative of its own choosing and at the reasonable cost and expense of the Claimant, shall have the right to consult with the Indemnitor and its counsel or other representatives concerning such claim and the Indemnitor and the Claimant and their respective counsel or other representatives shall cooperate with respect to such claim. The Claimant shall not, without the Indemnitor's written consent (such consent not to be unreasonably withheld or delayed), settle or compromise any claim or consent to entry of any judgment, except to the extent it releases the Indemnitor for any and all liability related to the Loss incurred with such claim. If any disagreement arises in the handling of the claim, the Indemnitor shall have the right to make the final determination consistent with the requirements of this Section. (d) If a claim, whether there shall be any conflicts between the parties or by a third party, requires immediate actionprovisions of Section 8.3(c) and Section 6.13(f) (relating to Tax contests), the parties will make every effort to reach a decision provisions of Section 6.13(f) shall control with respect thereto as expeditiously as possibleto Tax contests. (e) The HPI Stockholders and HEC waive and release, effective as of the Closing Date, all claims against any of the Acquired Companies for any right to contribution or indemnification for any indemnity payments made by the HPI Stockholders or HEC after the Closing Date pursuant to this Agreement. (f) The Claimant shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Loss payable under Article 8. If the Indemnifying Party does not elect Claimant receives any amounts under applicable insurance policies, or from any other Person alleged to assume control be responsible for any Loss, subsequent to an indemnification payment by the Indemnitor, then such Claimant shall promptly reimburse the Indemnitor for any payment made or otherwise participate expense incurred by such Indemnitor in connection with providing such indemnification payment up to the defense amount received by the Claimant, net of any expenses incurred by such Claimant in collecting such amount. (g) If the Claimant receives any payment from the Indemnitor in respect of any Loss pursuant to Article 8 and the Claimant could have recovered all or a part of such Loss from a third party claimother than an Acquired Company (a "Potential Contributor") based on the underlying Loss asserted against the Indemnitor, it shall be bound by the results obtained by the Claimant shall assign such of its rights to proceed against the Potential Contributor as are necessary to permit the Indemnitor to recover from the Potential Contributor the amount of such payment. (h) The HPI Indemnitors, on the one hand (in accordance with Section 8.5(g)), and the Purchaser, on the other hand, shall reimburse the other party for the Taxes for which any HPI Indemnitor or the Purchaser, respectively, is liable pursuant to Section 6.13(a) but which are shown to be due on and required to be remitted with respect to any Tax Return to be filed by the Purchaser or the HPI Stockholders Representative, respectively, pursuant to Section 6.13(b) upon the written request of the party entitled to payment, setting forth in detail the computation of the amount owed by the other party, but in no event shall payment be required earlier than five (5) days prior to the due date for remitting such Taxes. This Section 8.3(h) shall apply only in the context of filing Tax Returns for current Taxes payable pursuant to Section 6.13(b), and shall not apply in the case of amounts payable by the HPI Indemnitors to the Purchaser, or the Purchaser to the HPI Indemnitors, as the case may be, as a result of an action, suit, investigation, audit, claim, assessment, amended Tax Return, or other similar context, which in general shall be governed by Section 6.13 (other than Section 6.13(c)) and by this Section 8.3 (other than this Section 8.3(h)).

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) The party claiming indemnification (the "Claimant") shall promptly give -------- reasonably prompt notice to the party from whom indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a ------------------ third party, specifying: specifying (i) the factual basis for such claim claim, and (ii) the amount of the claim. If To be effective as a notice under this Section 9.4(a) the claim relates notice must be given to an actionthe Indemnifying Party on or before that date which is fifteen months after the Closing Date, suit time being of the essence (other than claims based on breaches of representations that Stockholders are the only Persons owning the Company Shares or proceeding filed any interest or rights therein, that the Stockholders own the Company Shares free and clear of liens and Encumbrances, that the Company Shares conveyed by a third party against ClaimantStockholders to Buyer represent 100% ownership interest in the Company and that there are no finders or brokers fees or commissions in connection with the Contemplated Transactions, for which such notice shall must be given by Claimant within ten (10the applicable limitation period). The time limitation specified in this Section 9.4(a) Business Days after written notice shall apply regardless of such actionthe knowledge of any Claimant. The time periods specified in Sections 9.1, suit 9.2, 9.3 and 9.4(a) shall not be extended under any circumstances, foreseen or proceeding is received by Claimantunforeseen, now existing or hereafter arising. (b) Following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have twenty thirty (2030) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20-thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. (c) With respect to any claim by a third party as to which either the Claimant Buyer or the Stockholders is entitled to claiming indemnification hereunder, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party. In the event the claim of the third party is sustained and the Claimant is entitled to indemnification for that third party claim, the Indemnifying Party shall reimburse the Claimant for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim and retain separate co-counsel at the Indemnifying Party's its own expense; provided if requested to participate at Indemnifying Party's request or if the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed). (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third party claim, it shall be bound by the results obtained by the Claimant with respect to such claim.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) The party claiming indemnification (the "Claimant") shall promptly give -------- reasonably prompt notice to the party from whom which indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a ------------------ third party, specifying: (i) specifying in reasonable detail the factual basis for such claim and (ii) the amount of the claim. If the claim relates to an action, suit suit, or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten five (105) Business Days business days after written notice of such action, suit suit, or proceeding is received by was given to Claimant. (b) Following With respect to claims solely between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have twenty thirty (2030) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or and its authorized representative(s) representatives the information relied upon by the Claimant to substantiate the claimclaim pursuant to the provision of this Section 9. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20-the thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said the thirty (30) day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedyremedy at law or equity. (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunderunder this Agreement, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim and retain separate co-counsel at its own expense. If the Indemnifying Party's expense; provided if requested Party does not elect to assume control or otherwise participate at Indemnifying Party's request or if in the defense of any third-party claim, it shall be bound by the results obtained in good faith by the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed)such claim. (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If Principal Shareholders hereby release BlueStone and its officers, directors, employees and agents from any and all claims, damages and liabilities (including, without limitation, claims, liabilities or damages for contribution, indemnification and/or other rights of recourse), in connection with any claims or counterclaims brought hereafter against any of the Indemnifying Party does not elect to assume control Principal Shareholders by any of the HealthStar Parties arising under or otherwise participate in the defense of any third party claim, it shall be bound by the results obtained by the Claimant connection with respect to such claimthis Agreement.

Procedure for Indemnification. The procedure for indemnification ----------------------------- shall ----------------------------- be as follows: (a) 9.4.1. The party claiming indemnification (the "ClaimantCLAIMANT") shall promptly give -------- reasonably prompt notice to the party from whom indemnification is claimed (the "Indemnifying PartyINDEMNIFYING PARTY") of any claim, whether between the parties or brought by a ------------------ third party, specifying: specifying (i) the factual basis for such claim claim; and (ii) the estimated amount of the claim. If the claim relates to an action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten (10) Business Days 10 days after written notice service of process of such action, suit or proceeding is was received by Claimant; provided that failure to give such notice within such 10-day period shall not bar or otherwise prejudice Claimant's rights to indemnification with respect to such third-party action, suit or proceeding unless any defense, claim, counterclaim or cross-claim of the Indemnifying Party is prejudiced thereby. (b) 9.4.2. Following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have twenty (20) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) 30 days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 2030-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claimclaim subject to the terms and in accordance with the procedures set forth herein. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedyremedy pursuant to Section 10 below. (c) 9.4.3. With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim; provided that (i) the Indemnifying Party notifies Claimant of its election to do so within 30 days of the date it receives notice of such third-party claim; and (ii) the remedy sought by the third-party claimant is exclusively the payment of money and not any non-monetary remedies; provided, further that any settlement of a claim in favor of a third party shall require: (A) the mutual approval of both the Indemnifying Party and the Claimant if the settlement amount is $500,000 or less or more than $20,000,000; and (B) the unilateral approval of the Indemnifying Party if the settlement amount is more than $500,000 and equal to or less than $20,000,000. Claimant shall cooperate fully with the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim and retain separate co-counsel at the Indemnifying Party's its own expense; provided if requested to participate at Indemnifying Party's request or if the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed). (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third party claim, it shall be bound by the results obtained by the Claimant with respect to such claim. 9.4.4. If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) The party claiming indemnification (the "“Claimant"”) shall promptly give -------- reasonably prompt written notice to the party from whom indemnification is claimed (the "“Indemnifying Party"”) of any claim, whether between the parties or brought by a ------------------ third party, specifying: specifying (i) in reasonable detail, the factual basis for such claim and (ii) in good faith, the estimated amount of the such claim. If the claim relates to an action, suit or proceeding a Proceeding filed by any Person other than AMD, AMD Investments, Fujitsu, Fujitsu Sub, the Joint Venture or any of their Affiliates against the Claimant (a third party against Claimant“Third Party Claim”), such notice shall be given by Claimant promptly and in any event within ten fifteen (1015) Business Days business days after written notice of such action, suit or proceeding is Proceeding was received by Claimant. The failure of the Claimant to provide such written notice within the time period specified shall not relieve the Indemnifying Party of its indemnification liability under this Article X, except to the extent that such failure actually and materially prejudices the rights of the Indemnifying Party in defending against the claim or Proceeding. (b) Following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have twenty thirty (2030) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or and/or its authorized representative(sRepresentative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20-thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), subject to clause (c) below with respect to Third Party Claims, the Claimant may seek appropriate legal remedyremedy in accordance with Section 12.11. (c) With respect to any claim by a third party Third Party Claims as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party shall have the right right, at its own expense, to participate in or or, if the Indemnifying Party acknowledges in writing its obligation to indemnify the Claimant in accordance with the terms of this Agreement, assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. The Claimant shall have the right to approve legal counsel selected by Indemnifying Party, which approval shall not be unreasonably withheld or delayed. If the Indemnifying Party elects to assume control of the defense of any third-party claimThird Party Claim, the Claimant shall have the right to participate in the defense of such claim and retain separate co-with legal counsel at the Indemnifying Party's expenseof its own selection; provided if requested to participate at Indemnifying Party's request or if provided, however, that the Claimant reasonably believes (based upon an opinion shall pay the fees and expenses of counsel) that a conflict of interest exists between such counsel unless the named parties to any such claim include both the Claimant and the Indemnifying Party, then and the Claimant will has been advised by counsel that there may be reimbursed one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party (in which case, if the Claimant informs the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense of such claim on behalf of the Claimant), it being understood that the Indemnifying Party shall not, in connection with any one claim, be liable for reasonable the fees and expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to more than one separate firm of attorneys at any time for the Claimant. The If the Indemnifying Party will does not consent elect to an entry assume control or otherwise participate in the defense of judgment or settlement without release of liability andany Third Party Claim, it shall be bound by the results obtained by the Claimant with respect to nonmonetary termssuch claim; provided, however, that no settlement or compromise of any claim which may result in any indemnification liability may be made by the Claimant's Claimant without the prior written consent (of the Indemnifying Party, which consent shall not to be unreasonably withheld or delayed). No settlement or compromise of any claim may be made by the Indemnifying Party without the prior written consent of the Claimant, which consent shall not be unreasonably withheld or delayed. (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If . Upon satisfaction of any Third Party Claim pursuant to this Article X, the Indemnifying Party does not elect shall be subrogated to assume control or otherwise participate in all rights and remedies of the defense of Claimant against any third party claim, it shall be bound by the results obtained by the Claimant with respect to such claim.; provided that such right of subrogation shall be limited in amount to the amount actually received by the Claimant from the Indemnifying Party with respect to such claim; and provided, further, that any claim by an Indemnifying Party against any such third party resulting from such right of subrogation shall be subordinated to any claim of the Claimant against such third party for amounts in excess of the amount actually received by the Claimant from the Indemnifying Party pursuant to this Article X.

Procedure for Indemnification. The procedure for In the event of a claim with respect to which a Party is entitled to indemnification shall ----------------------------- be as follows: hereunder, such Party (a) The party claiming indemnification (the "ClaimantIndemnified Party") shall give -------- reasonably prompt notice to notify the party from whom indemnification is claimed other Party (the "Indemnifying Party") in writing as soon as practicable, but in no event later than fifteen (15) days after receipt of any such claim; provided that a delay in giving such notice shall not preclude the Indemnified Party from seeking indemnification hereunder if such delay has not materially prejudiced the Indemnifying Party's ability to defend such claim. The Indemnifying Party shall promptly defend such claim (by counsel of its own choosing and reasonably satisfactory to the Indemnified Party) and the Indemnified Party shall reasonably cooperate with the Indemnifying Party in the defense of such claim, whether between including the parties or brought settlement of the matter on the basis stipulated by the Indemnifying Party (with the Indemnifying Party being responsible for all costs and expenses of such settlement and the reasonable out-of-pocket expenses incurred by the Indemnified Party in cooperating with the Indemnifying Party), subject to the limitations on settlement described in subparagraphs (a) and (b) below. If a ------------------ third partyconflict of interest exists vis-a-vis the interests of the Indemnifying Party and the Indemnified Party, specifying: the Indemnified Party shall (i) be entitled to defend the factual basis claim, suit, or action or proceeding at the expense of, for such claim the account of and at the risk of the Indemnifying Party; (ii) engage counsel of its own choosing reasonably acceptable to the amount Indemnifying Party, and at the expense of, for the account of and at the risk of the claimIndemnifying Party; (iii) take reasonable steps to monitor and control the fees and costs of counsel so chosen; and (iv) keep the Indemnifying Party reasonably informed of the status of such defense, including without limitation any settlement proposals by the claimant. If the claim relates to an actionIndemnifying Party, suit or proceeding filed by within a third party against Claimant, such reasonable time after notice shall be given by Claimant within ten (10) Business Days after written notice of such action, suit or proceeding is received by Claimant. (b) Following receipt of notice from the Claimant of a claim, fails to defend the Indemnified Party, the Indemnified Party shall be entitled to undertake the defense, compromise or settlement of such claim at the expense of, for the account and at the risk of Indemnifying Party. Upon the assumption by the Indemnifying Party shall have twenty (20) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20-day period (or any mutually agreed upon extension thereof) to the validity and amount defense of such claim, the Indemnifying Party shall immediately pay may settle or compromise such claim as it sees fit; provided, however, that anything in this Section to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim and retain separate co-counsel at the Indemnifying Party's expense; provided if requested to participate at Indemnifying Party's request or if the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed). (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third party claim, it shall be bound by the results obtained by the Claimant with respect to such claim.contrary notwithstanding:

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- will be as follows: (a) The party claiming indemnification (the "Claimant") shall will promptly give -------- reasonably prompt notice to the party from whom which indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a ------------------ third party, specifying: (i) specifying in reasonable detail the factual basis for such claim and (ii) the amount of the claim. If the claim relates to an action, suit suit, or proceeding filed by a third party against Claimant, such notice shall will be given by Claimant within ten (10) Business Days after written notice of such action, suit suit, or proceeding was given to Claimant. The Claimant's failure to give such notice timely will not relieve the Indemnifying Party from any liability that it otherwise may have to the Claimant except to the extent the Indemnifying Party is received actually prejudiced by Claimantsuch failure. (b) Following With respect to claims solely between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall will have twenty thirty (2030) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or and its authorized representative(s) representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20-the thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall will immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said the thirty (30) day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedyremedy at law or equity. (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunderunder this Agreement, the Indemnifying Party shall will have the right at its own expense, to participate in or assume control of the defense of such claimclaim (subject to Section 9.4(d)), and the Claimant shall will cooperate fully with the Indemnifying Party, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall will have the right to participate in the defense of such claim and retain separate co-counsel at its own expense (except that the Claimant will have the right to participate in the defense of such claim at the Indemnifying Party's expense; provided expense if requested to participate at Indemnifying Party's request or if (i) the Claimant reasonably believes (based upon an opinion has been advised by its counsel that use of counsel) that the same counsel to represent both the Indemnifying Party and the Claimant would present a conflict of interest exists between interest, which will be deemed to include any case where there may be a legal defense or claim available to the Claimant and that is inconsistent with those available to the Indemnifying Party, then or (ii) the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory fails vigorously to the Claimantdefend or prosecute such claim within a reasonable time). The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed). (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third third-party claim, it shall the Indemnifying Party will be bound by the results obtained by the Claimant with respect to such claim. (d) The Indemnifying Party may not control the defense of any claim, without the written consent of the Claimant, if (i) the Claimant has been advised by its counsel that use of the same counsel to represent both the Indemnifying Party and the Claimant would present a conflict of interest, or (ii) the claim involves any material risk of the sale, forfeiture, or loss of, or the creation of any lien (other than a judgment lien) on, any material property of the Claimant or could entail a risk of criminal liability to the Claimant. (e) Indemnification of Losses under this Agreement will be net of any insurance proceeds actually paid to the Claimant with respect to the event giving rise to such Loss, but no Claimant will have any obligation under this Agreement to make any claim under any insurance policy that may be applicable to such event.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) 12.4.1. The party claiming indemnification (the "ClaimantCLAIMANT") shall promptly give -------- reasonably prompt notice to the party from whom indemnification is claimed (the "Indemnifying PartyINDEMNIFYING PARTY") of any claim, whether between the parties or brought by a ------------------ third party, specifying: specifying (i) the factual basis for such claim and (ii) the amount of the claim. If the claim relates to an action, suit or proceeding filed by a third party against the Claimant, such notice shall be given by the Claimant within ten (10) Business Days days after written notice of such action, suit or proceeding is received by was given to the Claimant; provided, however, that failure of the Claimant to give the Indemnifying Party notice as provided herein shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent that such failure to give notice shall prejudice any defense or claim available to the Indemnifying Party. (b) 12.4.2. Following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have twenty (20) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) 30 days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 2030-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claimclaim subject to the terms and in accordance with the procedures set forth herein. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. (c) 12.4.3. With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party shall have the right right, at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim and retain separate co-counsel at the Indemnifying Party's its own expense; provided if requested to participate at Indemnifying Party's request or if the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed). (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third party claim, it shall be bound by the results obtained by the Claimant with respect to such claim. 12.4.4. No Claimant may settle or compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder without the prior 83 84 written consent of the Indemnifying Party, unless (i) the Indemnifying Party fails to assume and maintain the defense of such claim pursuant to Section 12.4.3 or (ii) such settlement, compromise or consent includes an unconditional release of the Indemnifying Party from all liability arising out of such claim. An Indemnifying Party may not, without the prior written consent of the Claimant, settle or compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder unless such settlement, compromise or consent included an unconditional release of the Claimant from all liability arising out of such claim and does not contain any equitable order, judgment or term which in any manner affects, restrains or interferes with the business of the Claimant or any of the Claimant's Affiliates. 12.4.5. If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. 12.4.6. In the case of any claim for indemnification with respect to Taxes, the provisions of Section 12.4.1 through Section 12.4.5 shall not apply and, in lieu thereof, the procedures set forth in Section 7.17 shall govern.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) The party claiming indemnification (the "Claimant") shall give -------- reasonably prompt notice to the party from whom indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a ------------------ third party, specifying: (i) the factual basis for such claim and (ii) the amount of the claim. If the claim relates to an action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten (10) Business Days after written notice of such action, suit or proceeding is received by Claimant. (b) Following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have twenty (20) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim and retain separate co-counsel at the Indemnifying Party's expense; provided if requested to participate at Indemnifying Party's request or if the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed). (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third party claim, it shall be bound by the results obtained by the Claimant with respect to such claim.of

Procedure for Indemnification. The procedure for seeking indemnification shall ----------------------------- be as follows:. (a) The party claiming indemnification (the "Claimant") shall promptly give -------- reasonably prompt notice to the party from whom indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a ------------------ third party, specifying: specifying (i) the factual basis for such claim and (ii) if known, the estimated amount of the claim. If the claim relates to an action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten five (105) Business Days days after written notice of such action, suit or proceeding is received by was given to Claimant. Such notice shall not be a condition precedent to any liability of the Indemnifying Party under the provisions for indemnification contained in this Agreement, unless (and only to the extent that) failure to give such notice materially prejudices the rights of the Indemnifying Party with respect to such actions or proceedings. (b) Following receipt of notice from the Claimant of a claimclaim for indemnification, the Indemnifying Party shall have twenty thirty (2030) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or and its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20-thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-third- party claim, (the Claimant shall have the right to participate in the defense of such claim at its own expense. Notwithstanding the election of the Indemnifying Party to assume the defense of such action, the Claimant shall have the right to employ separate counsel and retain to participate in the defense of such action, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of separate co-counsel if (a) in the reasonable judgment of the Claimant the use of counsel chosen by the Indemnifying Party to represent the Claimant would present such counsel with a conflict of interest; (b) the defendants in, or targets of, any such action include both thc Indemnifying Party and the Claimant, and the Claimant shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the Indemnifying Party (in which case the Indemnifying Party shall not have the right to direct the defense of such action on behalf of the Claimant); (c) the Indemnifying Party shall not have employed counsel satisfactory to the Claimant, in the exercise of the Claimant's reasonable judgment, to represent the Claimant within a reasonable time after notice of the institution of such action; or (d) the Indemnifying Party shall authorize in writing the Claimant to employ separate counsel at the expense of the Indemnifying Party. If the Indemnifying Party chooses to defend any claim, the Claimant shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense, subject to attorney client privilege and confidentiality agreements. In any event, the Claimant, the Indemnifying Party and the Indemnifying Party's expense; provided counsel (and, if requested applicable, the Claimant's counsel), shall cooperate (at no material cost to participate at Indemnifying Party's request or if the Claimant reasonably believes (based upon an opinion other than the cost of Claimant's counsel) that a conflict of interest exists between Claimant and in the compromise of, or defense against, any such asserted liability. If the Indemnifying PartyParty assumes the defense of such an action, then no compromise or settlement thereof may be effected by the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (which shall in any event not to be unreasonably withheld withheld) unless (i) there is no finding or delayed)admission of any violation of the rights of any person by the Claimant and no effect on any other claims that may be made against the Claimant and (ii) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party. (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If The Claimant may not compromise any such claim without the prior written consent of the Indemnifying Party does Party, which consent may not elect be unreasonably withheld. (f) The indemnification rights provided in Sections 10.2 and 10.3 shall extend to assume control or otherwise participate the shareholders, directors, officers, employees, Affiliates and agents of the Claimant although for the purpose of the procedures set forth in the defense of this Section 10.4, any third party claim, it indemnification claims by such parties shall be bound made by and through the results obtained by Claimant. (g) The indemnification obligations of Licensee and Licensor under this Article X shall constitute the Claimant with respect to such claimsole and exclusive remedies of Licensee and Licensor for recovery of money damages after the Closing Date.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- will be as follows: (a) The party claiming indemnification (the "“Claimant"”) shall will, within fifteen Business Days of its discovery of the facts or circumstances giving rise to such claim, give -------- reasonably prompt notice to the party from whom which indemnification is claimed (the "“Indemnifying Party"”) of any claim, whether between the parties or brought by a ------------------ third party, specifying: (i) specifying in reasonable detail the factual basis for such claim and (ii) the amount of the claim. If the claim relates to an action, suit suit, or proceeding filed by a third party against Claimant, such notice shall will be given by Claimant within ten (10) Business Days after written notice of such action, suit suit, or proceeding was given to Claimant. The Claimant’s failure to give such notice timely will not relieve the Indemnifying Party from any liability that it otherwise may have to the Claimant except to the extent the Indemnifying Party is received actually prejudiced by Claimantsuch failure. (b) Following With respect to claims solely between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall will have twenty (20) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) thirty days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or and its authorized representative(s) representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20the thirty-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall will immediately pay to the Claimant the full amount of the claimclaim (subject to the limitations set forth in Section 12.3(b) above). If the Claimant and the Indemnifying Party do not agree within said the thirty-day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedyremedy at law or equity. (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunderunder this Agreement, the Indemnifying Party shall will have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall will cooperate fully with the Indemnifying Party, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party; provided, however, that Allscripts, in its sole discretion, may maintain control of the defense of any claim, while affording RxCentric reasonable opportunity to participate in such defense. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall will have the right to participate in the defense of such claim and retain separate co-counsel at its own expense (except that the Claimant will have the right to participate in the defense of such claim at the Indemnifying Party's expense; provided if requested to participate at Indemnifying Party's request or ’s expense if the Claimant reasonably believes (based upon an opinion has been advised by its counsel that use of counsel) that the same counsel to represent both the Indemnifying Party and the Claimant would present a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counselinterest). The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed). (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third third-party claim, it shall the Indemnifying Party will be bound by the results obtained by the Claimant with respect to such claim.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) The party claiming indemnification (the "Claimant") shall promptly give -------- reasonably prompt written notice to the party from whom indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a ------------------ third party, specifying: specifying (i) in reasonable detail, the factual basis for such claim and (ii) in good faith, the estimated amount of the claim. If the claim relates to an action, suit or proceeding filed by a third party against the Claimant, such notice shall be given by Claimant within ten (10) Business Days business days after written notice of such action, suit or proceeding is was received by Claimant. The failure of the Claimant to provide such written notice within the time period specified shall not relieve the Indemnifying Party of its indemnification liability under Section 9.02 or Section 9.03, unless such failure materially prejudices the rights of the Indemnifying Party in defending against the claim or action. (b) Following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have twenty (20) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) 30 days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 2030-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), subject to clause (c) below with respect to third party claims, the Claimant may seek appropriate legal remedy. (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party shall have the right right, at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim with legal counsel of its own selection; PROVIDED, HOWEVER, that the Claimant shall pay the fees and retain separate co-counsel at expenses of such counsel. If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third party claim, it shall be bound by the results obtained by the Claimant with respect to such Claim; PROVIDED, HOWEVER, that no settlement or compromise of any claim which may result in any indemnification liability may be made by the Claimant without the prior written consent of the Indemnifying Party's expense; provided if requested to participate at Indemnifying Party's request or if the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed). (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party does not elect to assume control or otherwise participate in the defense Upon satisfaction of any third party claimclaim pursuant to this Article IX, it the Indemnifying Party shall be bound by the results obtained by subrogated to all rights and remedies of the Claimant against any third party with respect to such claim.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) The party claiming indemnification (the "Claimant") shall promptly give -------- reasonably prompt written notice to the party from whom which indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a ------------------ third party, specifying: (i) specifying in reasonable detail the factual basis for such claim and (ii) the amount of the claim. If the claim relates to an action, suit suit, or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within no later than ten (10) Business Days business days after written notice of such action, suit suit, or proceeding is received was given to Claimant provided that the failure to timely give notice shall not extinguish the Claimant's right to indemnification except to the extent the Indemnifying Party shall have been actually prejudiced by Claimantsuch failure, except that the Indemnifying Party shall not be liable for any expenses incurred during the period in which the indemnified Party failed to give such notice. (b) Following With respect to claims solely between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have twenty thirty (2030) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or its authorized representative(s) representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree in writing at or prior to the expiration of said 20-the thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claimclaim or such amount as agreed to by the parties. If the Claimant and the Indemnifying Party do not agree within said the thirty (30) day period (or any mutually agreed upon extension thereof), the Claimant may seek such dispute shall be resolved by litigation in an appropriate legal remedycourt of competent jurisdiction. (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunderunder this Agreement, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim and retain separate co-counsel at the Indemnifying Party's its own expense; provided if requested to participate at Indemnifying Party's request or if the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed). (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party does not elect to 12 assume control or otherwise participate in the defense of any third party claim, it shall be bound by the results obtained by the Claimant with respect to such claim. Whether or not the Indemnifying Party shall have assumed the defense of a claim by a third party, the Claimant shall not admit any liability with respect to, or settle, compromise or discharge, such claim without the Indemnifying Party's prior written consent (which consent shall not be unreasonably withheld). If the Indemnifying Party shall have assumed the defense of a third party claim, the Claimant shall agree to any settlement, compromise or discharge of a third party claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such third party claim, which releases the Indemnifying Party completely in connection with such third party claim and imposes no nonmonetary obligation on the indemnified party. (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every reasonable effort to reach a decision with respect thereto as expeditiously as possible. (e) The indemnification rights provided herein shall extend to the shareholders, directors, officers, employees, representatives and successors and assigns of any Claimant although for the purpose of the procedures set forth in this Section 4.4, any indemnification claims by such parties shall be made by and through the Claimant.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) The party claiming indemnification (the "Claimant") shall give -------- reasonably prompt notice to the party from whom indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a ------------------ third party, specifying: specifying (i) the factual basis for such claim claim; and (ii) the amount of the claim, if ascertainable. If the claim relates to an action, suit or proceeding filed by a third party against Claimant, such notice shall be given promptly by Claimant within ten (10) Business Days to the Indemnifying Party after written notice of such action, suit or proceeding is received by Claimant. Nothing in this Agreement shall be construed to limit the indemnities contained in this Section 11 to matters involving third party claims or disputes. (b) Following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have twenty (20) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) 30 days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 2030-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim and retain separate co-counsel at its own expense. If the Indemnifying Party's expense; provided if requested Party does not elect to assume control or otherwise participate at Indemnifying Party's request or if in the defense of any third party claim, it shall be bound by the results obtained by the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed)such claim. (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If The indemnification rights provided in Sections 11.2 and 11.3 shall extend to the Indemnifying Party does not elect to assume control or otherwise participate affiliates, shareholders, partners, directors, officers, employees and representatives of the Claimant, although, for the purpose of the procedures set forth in the defense of this Section 11.6, any third party claim, it indemnification claims by such parties shall be bound made by and through the results obtained by the Claimant with respect to such claimClaimant.

Procedure for Indemnification. The procedure for seeking indemnification shall ----------------------------- be as follows: (a) The party claiming indemnification (the "“Claimant"”) shall promptly give -------- reasonably prompt notice to the party from whom indemnification is claimed (the "“Indemnifying Party"”) of any claim, whether between the parties or brought by a ------------------ third party, specifying: (i) specifying the factual basis for such claim and (ii) if known, the estimated amount of the claim. If the claim relates to an action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten (10) five Business Days after written notice of such action, suit or proceeding is received by was given to Claimant. Such notice shall not affect any liability of the Indemnifying Party under the provisions for indemnification contained in this Agreement except to the extent that failure to give such notice materially prejudices the rights of the Indemnifying Party with respect to such actions or proceedings. (b) Following receipt of notice from the Claimant of a claimclaim for indemnification, the Indemnifying Party shall have twenty (20) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) 30 days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to shall make available to the Indemnifying Party or and its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20such 30-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said such 30-day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party shall have the right right, at its own expense, to participate in or assume control of the defense of such claimclaim with counsel reasonably acceptable to the Claimant, and the Claimant shall reasonably cooperate fully with the Indemnifying Party, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as a result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Indemnifying Party shall be deemed to have conceded that it is responsible to indemnify the Claimant for Losses relating to such claim (subject to the limitations in Section 12.6). Notwithstanding the election of the Indemnifying Party to assume the defense of such action, the Claimant shall have the right to employ separate counsel and to participate in the defense of such claim and retain separate co-counsel action at its own expense, except that the Indemnifying Party's expense; provided if requested Party shall bear the reasonable fees, costs and expenses of separate counsel if: (i) the use of counsel chosen by the Indemnifying Party to participate at Indemnifying Party's request or if represent the Claimant reasonably believes (based upon an opinion of counsel) that would present such counsel with a conflict of interest exists between interest; (ii) the defendants in, or targets of, any such action include both the Indemnifying Party and the Claimant, and there may be legal defenses available to it which are different from or additional to those available to the Indemnifying Party (in which case the Indemnifying Party shall not have the right to direct the defense of such action on behalf of the Claimant); or (iii) the Indemnifying Party shall not have employed counsel satisfactory to the Claimant, in the exercise of the Claimant’s reasonable judgment, to represent the Claimant within 15 Business Days after notice of the institution of such action. If the Indemnifying Party elects to defend any claim, the Claimant shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense, subject to attorney client privilege and confidentiality agreements. The Claimant, the Indemnifying Party and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select ’s counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability (and, with respect to nonmonetary termsif applicable, the Claimant's ’s counsel) shall cooperate (at no material cost to the Claimant other than the cost of Claimant’s counsel) in the compromise of, or defense against, any such asserted liability. If the Indemnifying Party assumes the defense of such an action, no compromise or settlement thereof may be effected by the Indemnifying Party without the Claimant’s consent unless (x) there is no finding or admission of any violation of the rights of any person by the Claimant and no effect on any other claims that may be made against the Claimant and (y) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party shall not, and shall not be entitled to, defend, contest or otherwise protect the Claimant for any third-party claim to be unreasonably withheld the extent that such third party claim (1) seeks (or delayed)threatens to seek) an injunction or other equitable relief, (2) relates to any criminal proceeding or involves claims by any Governmental Authority or (3) seeks an amount in excess of the Cap. (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If The Claimant may not compromise any such claim without the prior written consent of the Indemnifying Party does Party, which consent may not elect be unreasonably withheld, conditioned or delayed. (f) The indemnification rights provided in Sections 12.2 and 12.3 shall extend to assume control or otherwise participate the stockholders, directors, trustees, managers, members, limited partners, general partners, officers, employees, Affiliates and agents of the Claimant, although for the purpose of the procedures set forth in the defense of this Section 12.5, any third party claim, it indemnification claims by such parties shall be bound made by and through the results obtained by Claimant. (g) This Article XII shall constitute the Claimant sole and exclusive remedy of Buyer for recovery of money damages after the Closing Date with respect to any breach by WCP, WCM, Sellers or the Individual Equityholders of any representations, warranties, covenants or agreements set forth in this Agreement or in any certificate delivered pursuant to this Agreement, other than for (i) claims under Article II, (ii) actions for specific performance or other equitable remedies and (iii) Losses resulting from fraud. (h) On March 15, 2022, Buyer and Sellers shall instruct the Escrow Agent to release to Sellers, by wire transfer of immediately available funds in accordance with their respective Purchase Consideration Percentages and to the accounts set forth on Schedule 2.3, an amount equal to the greater of (i) zero dollars and (ii) the difference between (A) the amount then held in the Indemnity Escrow Account, and (B) the sum of 7.5% of the Base Purchase Consideration and the aggregate amount of Losses claimed by Buyer pursuant to claims made and not fully resolved prior to such claimdate. (i) On the date that is 18 months after the Closing Date, Buyer and Sellers shall instruct the Escrow Agent to release any remaining funds in the Indemnity Escrow Account (other than the aggregate amount of Losses claimed by Buyer pursuant to claims made and not fully resolved prior to such date) to Sellers, in accordance with their respective Purchase Consideration Percentages. Following such date, Buyer and Sellers shall instruct the Escrow Agent to release any funds remaining in the Indemnity Escrow Account pursuant to claims made and not fully resolved prior to such date to Sellers, in accordance with their respective Purchase Consideration Percentages, promptly following the date on which all such pending claims have been fully and finally resolved.

Procedure for Indemnification. The procedure for indemnification pursuant to this Article 10 shall ----------------------------- be as follows: (a) The party claiming indemnification (the "Claimant") shall promptly give -------- reasonably prompt notice to the party from whom which indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a ------------------ third party, specifying: (i) specifying in reasonable detail the factual basis for such claim and (ii) the claim, the amount thereof, estimated in good faith, and the method of computation of such claim, all with reasonable particularity and containing a reference to the claimprovisions of this Agreement in respect of which such indemnification claim shall have occurred. If the claim relates to an action, suit suit, or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten (10) five Business Days after written notice of such action, suit suit, or proceeding is received by was given to Claimant. (b) Following With respect to claims solely between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have twenty (20) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) thirty days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or and its authorized representative(s) representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20such thirty-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim, subject to the terms hereof (including Sections 10.2(b) and 10.3(b)). If the Claimant and the Indemnifying Party do not agree within said such thirty-day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedyremedies at law or equity, as applicable, subject to the limitations of Sections 10.2(b) and 10.3(b). Any claim for indemnity pursuant to this Article 10 with respect to which (i) the Claimant and the Indemnifying Party agree as to its validity and amount, (2) a final judgment, order or award of a court of competent jurisdiction deciding such claim has been rendered, as evidenced by a certified copy of such judgment, provided that such judgment is not appealable or the time for taking an appeal has expired or (3) the Indemnifying Party has not given written notice to the Claimant disputing such claim in whole or in part within thirty days of receiving notice thereof, is referred to as a "Settled Claim." (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunderunder this Agreement, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim and retain separate co-counsel at its own expense. If the Indemnifying Party's expense; provided if requested Party does not elect to assume control or otherwise participate at Indemnifying Party's request or if in the Claimant reasonably believes (based upon an opinion defense of counsel) that a conflict of interest exists between Claimant and the Indemnifying Partyany third-party claim, then the Claimant will be reimbursed for reasonable may defend through counsel of its own choosing and (so long as it gives the Indemnifying Party at least fifteen (15) days' prior written notice of the terms of any proposed settlement thereof and permits the Indemnifying Party to then undertake the defense thereof) settle such claim, action or suit, and to recover from the Indemnifying Party the amount of such settlement or of any judgment and the costs and expenses of counselsuch defense. The Indemnifying Party will select counsel reasonably satisfactory may compromise or settle any third party claim, action or suit subject to indemnification hereunder in its sole discretion if (i) the terms of such compromise or settlement do not impose any non-monetary obligations on the Claimant and (ii) any monetary obligations in respect of such compromise or settlement are paid by the Indemnifying Party. Without limiting the foregoing, the Indemnifying Party may compromise or settle any such third party claim, action or suit with the prior written consent of the Claimant. The Indemnifying Party will , which consent shall not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed). (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possiblepracticable. (e) If Subject to the Indemnifying Party does not elect limitations set forth herein and without expanding the total liability of AWS, AWS PCS and Cingular, on the one hand, and Triton and Triton PCS, on the other hand, hereunder, the indemnification rights provided in Section 10.2 and Section 10.3 shall extend to assume control or otherwise participate in the defense members, partners, shareholders, officers, directors, employees, agents and controlled Affiliates of any third party claimClaimant, it although for the purpose of the procedures set forth in this Section 10.4, any indemnification claims by such parties shall be bound made by and through the results obtained by the Claimant with respect to such claimClaimant.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) The party claiming seeking indemnification under this ARTICLE 9 (the "ClaimantCLAIMANT") shall give -------- reasonably prompt notice to the party from whom indemnification is claimed sought (the "Indemnifying PartyINDEMNITOR") of any claim, whether solely between the parties or brought by a ------------------ third party, specifying: reasonably specifying (i) the factual basis for such claim the claim, and (ii) the amount of the claimclaim if then known. If the claim relates to an action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten fifteen (1015) Business Days days after written notice of such the action, suit or proceeding is received was given to Claimant. In all other circumstances, notice shall be given by Claimant within thirty (30) days after Claimant becomes, or should have become, aware of the facts giving rise to the claim. Notwithstanding the foregoing, Claimant's failure to give Indemnitor timely notice shall not preclude Claimant from seeking indemnification from Indemnitor if Claimant's failure has not materially prejudiced Indemnitor's ability to defend the claim or litigation. (b) Following With respect to claims between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party Indemnitor shall have twenty thirty (2030) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) days to make such any investigation of the claim as that the Indemnifying Party Indemnitor deems necessary or desirable. For the purposes of such this investigation, the Claimant agrees to make available to the Indemnifying Party or Indemnitor and/or its authorized representative(s) representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party Indemnitor cannot agree at or prior to the expiration of said 20-day period (or any mutually agreed upon extension thereof) as to the validity and amount of such claim, the Indemnifying Party shall immediately pay to claim within the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said 30-day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party Indemnitor shall have the right at its own expense, expense to participate in or assume control of the defense of such claimthe claim with counsel reasonably acceptable to Claimant, and the Claimant shall cooperate fully with the Indemnifying PartyIndemnitor, subject to reimbursement for reasonable expenses incurred by the Claimant as the result of a request by the Indemnitor. If the Indemnifying Party Indemnitor elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such the claim and retain separate co-counsel at the Indemnifying Party's its own expense; provided if requested to participate at Indemnifying Party's request or if the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed). (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party Indemnitor does not elect to assume control or otherwise participate in the defense of any third party claim, Claimant may, but shall have no obligation to, defend or settle such claim or litigation in such a manner as it deems appropriate, and in any event Indemnitor shall be bound by the results obtained by the Claimant with respect to the claim (by default or otherwise) and shall promptly reimburse Claimant for the amount of all expenses (including the amount of any judgment rendered), legal or otherwise, incurred in connection with such claimclaim or litigation. The Indemnitor shall be subrogated to all rights of the Claimant against any third party with respect to any claim for which indemnity was paid.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) The party claiming indemnification (the "Claimant") shall promptly give -------- reasonably prompt notice to the party from whom which indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a ------------------ third party, specifying: (i) specifying in reasonable detail the factual basis for such claim and (ii) the claim, the amount thereof, estimated in good faith, and the method of computation of such claim, all with reasonable particularity and containing a reference to the claimprovisions of this Agreement in respect of which such indemnification claim shall have occurred. If the claim relates to an action, suit suit, or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten (10) Business Days after written notice of such action, suit suit, or proceeding is received by was given to Claimant. (b) Following With respect to claims solely between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have twenty (20) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) thirty days to make 77 such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or and its authorized representative(s) representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20the thirty-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim, subject to the terms hereof (including Sections 10.2(b) and 10.3(b)). If the Claimant and the Indemnifying Party do not agree within said the thirty-day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedyremedy at law or equity, as applicable, subject to the limitations of Sections 10.2(b) and 10.3(b). (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunderunder this Agreement, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim and retain separate co-counsel at its own expense. If the Indemnifying Party's expense; provided if requested Party does not elect to assume control or otherwise participate at Indemnifying Party's request or if in the Claimant reasonably believes (based upon an opinion defense of counsel) that a conflict of interest exists between Claimant and the Indemnifying Partyany third-party claim, then the Claimant will be reimbursed for reasonable may defend through counsel of its own choosing and (so long as it gives the Indemnifying Party at least fifteen (15) days' prior written notice of the terms of the proposed settlement thereof and permits the Indemnifying Party to then undertake the defense thereof) settle such claim, action or suit, and to recover from the Indemnifying Party the amount of such settlement or of any judgment and the costs and expenses of counselsuch defense. The Indemnifying Party will select counsel reasonably satisfactory to shall not compromise or settle any third party claim, action or suit without the prior written consent of the Claimant. The Indemnifying Party , which consent will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed). (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possiblepracticable. (e) If Any claim for indemnity pursuant to this Section 10 with respect to which (i) the Claimant and the Indemnifying Party does agree as to its validity and amount, (2) a final judgment, order or award of a court of competent jurisdiction deciding such claim has been rendered, as evidence by a certified copy of such judgment, provided that such judgment is not elect appealable or the time for taking an appeal has expired or (3) the Indemnifying Party has not given written notice to assume control or otherwise participate in the defense of any third party claim, it shall be bound by the results obtained by the Claimant with respect disputing such claim in whole or in part within thirty days of receiving notice thereof, is referred to such claimas a "Settled Claim."

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) The party claiming indemnification (the "Claimant") shall promptly give -------- reasonably prompt notice to the party from whom which indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a ------------------ third party, specifying: (i) specifying in reasonable detail the factual basis for such claim and (ii) the claim, the amount thereof, estimated in good faith, and the method of computation of such claim, all with reasonable particularity and containing a reference to the claimprovisions of this Agreement in respect of which such indemnification claim shall have occurred. If the claim relates to an action, suit suit, or proceeding filed by a third party against the Claimant, such notice shall be given by the Claimant within ten (10) Business Days promptly after written notice of such action, suit suit, or proceeding is received by was given to the Claimant; provided, however, that any delay in giving the notice shall not impair the Claimant's rights hereunder unless such delay has a material adverse effect on the Indemnifying Party's ability to defend such claim. (b) Following With respect to claims solely between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have twenty (20) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) thirty days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or and its authorized representative(s) representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20such thirty-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said such thirty-day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedyremedies at law or equity, as applicable. (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunderunder this Agreement, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claimclaim if, within five business days after notice from the Claimant of any such claim for Losses, the Indemnifying Party provides to the Claimant notice thereof acknowledging its potential liability to the Claimant hereunder, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claimclaim in accordance with the preceding sentence, the Claimant shall have the right to participate in such defense with legal counsel of the Claimant's own selection, but the fees and expenses of such counsel shall be its fees and expenses unless (i) the Indemnifying Party has agreed to pay such fees and expenses, (ii) the Indemnifying Party has failed to assume the defense of such claim, within five business days after receiving notice of such claim, (iii) the remedies sought against the Claimant include any remedy that is not solely a claim for monetary damages or (iv) the named parties to any proceeding in respect of the claim (including any impleaded parties) include both the Indemnifying Party and retain the Claimant and the Claimant has been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party (in which case, if the Claimant notifies the Indemnifying Party that it elects to employ separate co-counsel at the Indemnifying Party's expense; provided if requested to participate at Indemnifying Party's request or if the Claimant reasonably believes (based upon an opinion expense of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense of such action, claim, or proceeding on behalf of the Claimant). If the Indemnifying Party does not (or, as provided in clause (iv) of the preceding sentence, cannot) elect to assume control or otherwise participate in the defense of any third-party claim, then the Claimant will be reimbursed for reasonable may defend through counsel of its own choosing and settle such claim, action, or suit, and to recover from the Indemnifying Party the amount of such settlement or of any judgment and the costs and expenses of counselsuch defense. The Indemnifying Party will select counsel reasonably satisfactory to shall not compromise or settle any third party claim, action, or suit without the prior written consent of the Claimant. The Indemnifying Party , which consent will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed). (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every reasonable effort to reach a decision with respect thereto as expeditiously as possiblepracticable. (e) If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third party claim, it shall be bound by the results obtained by the Claimant with respect to such claim.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) The party claiming indemnification (the "Claimant") shall promptly give -------- reasonably prompt notice to the party from whom indemnification is claimed (the "Indemnifying Party") of any claimClaim, whether between the parties or brought by a ------------------ third party, specifying: specifying (i) the factual basis for such claim Claim, and (ii) the amount of the claimClaim. If the claim Claim relates to an action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten thirty (1030) Business Days days after written notice of such action, suit or proceeding is received by was given to Claimant. (b) Following receipt of notice from the Claimant of a claimClaim, the Indemnifying Party shall have twenty sixty (2060) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) days to make such investigation of the claim Claim, as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claimClaim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20-sixty (60) day period (or any mutually agreed upon extension thereof) to the validity and amount of such claimClaim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claimClaim. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. (c) With respect to any claim Claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claimClaim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claimClaim, the Claimant shall have the right to participate in the defense of such claim and retain separate co-counsel Claim at its own expense. If the Indemnifying Party's expense; provided if requested Party does not elect to assume control or otherwise participate at Indemnifying Party's request or if in the defense of any third party Claim, it shall be bound by the results obtained by the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed)such Claim. (d) If a claimClaim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If The indemnification rights provided in this Section 9 shall extend to the Indemnifying Party does not elect to assume control or otherwise participate affiliates, shareholders, directors, officers, employees and representatives of the Claimant although for the purpose of the procedures set forth in the defense of this Section, any third party claim, it indemnification claims by such parties shall be bound made by and through the results obtained by the Claimant with respect to such claimClaimant.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) The party claiming indemnification (the "“Claimant"”) shall promptly give -------- reasonably prompt written notice to the party from whom indemnification is claimed (the "“Indemnifying Party"”) of any claim, whether between the parties or brought by a ------------------ third party, specifying: specifying (i) in reasonable detail, the factual basis for such claim and (ii) in good faith, the estimated amount of the such claim. If the claim relates to an action, suit or proceeding a Proceeding filed by any Person other than AMD, AMD Investments, Fujitsu, Fujitsu Sub, the Joint Venture or any of their Affiliates against the Claimant (a third party against Claimant“Third 71 Party Claim”), such notice shall be given by Claimant promptly and in any event within ten fifteen (1015) Business Days business days after written notice of such action, suit or proceeding is Proceeding was received by Claimant. The failure of the Claimant to provide such written notice within the time period specified shall not relieve the Indemnifying Party of its indemnification liability under this Article X, except to the extent that such failure actually and materially prejudices the rights of the Indemnifying Party in defending against the claim or Proceeding. (b) Following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have twenty thirty (2030) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or and/or its authorized representative(sRepresentative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20-thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), subject to clause (c) below with respect to Third Party Claims, the Claimant may seek appropriate legal remedyremedy in accordance with Section 12.11. (c) With respect to any claim by a third party Third Party Claims as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party shall have the right right, at its own expense, to participate in or or, if the Indemnifying Party acknowledges in writing its obligation to indemnify the Claimant in accordance with the terms of this Agreement, assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. The Claimant shall have the right to approve legal counsel selected by Indemnifying Party, which approval shall not be unreasonably withheld or delayed. If the Indemnifying Party elects to assume control of the defense of any third-party claimThird Party Claim, the Claimant shall have the right to participate in the defense of such claim and retain separate co-with legal counsel at the Indemnifying Party's expenseof its own selection; provided if requested to participate at Indemnifying Party's request or if provided, however, that the Claimant reasonably believes (based upon an opinion shall pay the fees and expenses of counsel) that a conflict of interest exists between such counsel unless the named parties to any such claim include both the Claimant and the Indemnifying Party, then and the Claimant will has been advised by counsel that there may be reimbursed one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party (in which case, if the Claimant informs the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense of such claim on behalf of the Claimant), it being understood that the Indemnifying Party shall not, in connection with any one claim, be liable for reasonable the fees and expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to more than one separate firm of attorneys at any time for the Claimant. The If the Indemnifying Party will does not consent elect to an entry assume control or otherwise participate in the defense of judgment or settlement without release of liability andany Third Party Claim, it shall be bound by the results obtained by the Claimant with respect to nonmonetary termssuch claim; provided, however, that no settlement or compromise of any claim which may result in any indemnification liability may be made by the Claimant's Claimant without the prior written consent (of the Indemnifying Party, which consent shall not to be unreasonably withheld or delayed). No settlement or compromise of any claim may be made by the Indemnifying Party without the prior written consent of the Claimant, which consent shall not be unreasonably withheld or delayed. (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If . Upon satisfaction of any Third Party Claim pursuant to this Article X, the Indemnifying Party does not elect shall be subrogated to assume control or otherwise participate in all rights and remedies of the defense of Claimant against any third party claim, it shall be bound by the results obtained by the Claimant with respect to such claim.; provided that such right of subrogation shall be limited in amount to the amount actually received by the Claimant from the Indemnifying Party with respect to such claim; and provided, further, that any claim by an Indemnifying Party against any such third party resulting from such right of subrogation shall be subordinated to any claim of the Claimant against such third party for amounts in excess of the amount actually received by the Claimant from the Indemnifying Party pursuant to this Article X.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) The party claiming If any Person shall claim indemnification hereunder (the "ClaimantClaiming Party") for any claim other than a third party claim, the Claiming Party shall promptly give -------- reasonably prompt written notice to the other party from whom indemnification is claimed sought (the "Indemnifying Responding Party") of any claim, whether between the parties or brought by a ------------------ third party, specifying: (i) the factual basis for such claim nature and (ii) the amount of the claim. If the claim relates to an action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten (10) Business Days after written notice of such action, suit or proceeding is received by Claimant. (b) Following receipt of notice If a Claiming Party shall claim indemnification hereunder arising from the Claimant any claim or demand of a claimthird party, the Indemnifying Claiming Party shall promptly give written notice (a "Third-Party Notice") to the Responding Party of the basis for such claim or demand, setting forth the nature of the claim or demand in detail. The Responding Party shall have twenty the right to compromise or, if appropriate, defend at its own cost and through counsel of its own choosing, any claim or demand set forth in a Third-Party Notice giving rise to such claim for indemnification. In the event the Responding Party undertakes to compromise or defend any such claim or demand, it shall promptly (20and in any event, no later than fifteen (15) Business Days (days after receipt of the Third-Party Notice) notify the Claiming Party in writing of its intention to do so. The Claiming Party shall fully cooperate with the Responding Party and its counsel in the defense or compromise of such shorter period claim or demand. After the assumption of time as the defense by the Responding Party, the Claiming Party shall not be liable for any legal or other expenses subsequently incurred by the Responding Party in connection with such defense, but the Claiming Party may participate in such defense at its own expense. No settlement of a third party claim or demand defended by the Responding Party shall be required made without the written consent of the Claiming Party, such consent not to respond be unreasonably withheld. The Responding Party shall not, except with written consent of the Claiming Party, such consent not to be unreasonably withheld, consent to the subject litigation entry of a judgment or proceeding) settlement which does not include as an unconditional term thereof, the giving by the claimant or plaintiff to make such investigation the Claiming Party of the claim as the Indemnifying Party deems necessary or desirable. For the purposes an unconditional release from all liability in respect of such investigation, the Claimant agrees to make available to the Indemnifying Party third party claim or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedydemand. (c) With respect to any Any claim for indemnification by a third party as to which Purchaser or the Claimant is entitled to indemnification hereunder, the Indemnifying Party Surviving Company shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim and retain separate co-counsel at the Indemnifying Party's expense; provided if requested to participate at Indemnifying Party's request or if the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory directed to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed)Deferred Exchange Agents. (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third party claim, it shall be bound by the results obtained by the Claimant with respect to such claim.

Procedure for Indemnification. The procedure for indemnification pursuant to this ----------------------------- Article IX shall ----------------------------- be as follows:: ---------- (a) The party claiming indemnification (the "Claimant") shall give -------- reasonably prompt written notice to the -------- party from whom indemnification is claimed sought (the "Indemnifying PartyIndemnitor") promptly after the Claimant ---------- learns of any claimclaim or proceeding covered by the foregoing Section 9.1; provided, whether between however, ----------- -------- ------- that the parties Claimant's failure to give the Indemnitor prompt notice shall not bar the Claimant's right to indemnification unless such failure has materially prejudiced the Indemnitor's ability to investigate or brought by a ------------------ third party, specifying: (i) the factual basis for such claim and (ii) the amount of the claim. If defend against the claim relates to an action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten (10) Business Days after written notice of such action, suit or proceeding is received by Claimantproceeding. (b) Following With respect to claims between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party Indemnitor shall have twenty thirty (2030) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) days to make such any investigation of the claim as that the Indemnifying Party Indemnitor deems necessary or desirable. For the purposes purpose of such this investigation, the Claimant agrees to make available to the Indemnifying Party or Indemnitor and its authorized representative(s) representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party Indemnitor cannot agree at or prior to the expiration of said 20-day period (or any mutually agreed upon extension thereof) as to the validity and amount of such claim, the Indemnifying Party shall immediately pay to claim within the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said thirty (30) day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy.and the Indemnitor shall resolve such dispute as set forth in Exhibit H hereto. --------- (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claimclaims, the Claimant Indemnitor shall have the right to participate in assume at its full cost and expense the defense entire control of such claim and retain separate co-counsel at all legal proceedings (including the Indemnifying Party's expense; provided if requested to participate at Indemnifying Party's request or if the Claimant reasonably believes (based upon an opinion selection of counsel) that a conflict subject the right of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses to participate (at its full cost and expense and with counsel of counselits choice) in the defense, compromise or settlement thereof. The Indemnifying Party will select counsel reasonably satisfactory Claimant shall cooperate fully in all respects with the Indemnitor in any such defense, compromise or settlement, including, without limitation, by making available to the Indemnitor all pertinent information under the control of the Claimant. The Indemnifying Party Indemnitor will not consent compromise or settle any such action, suit, proceeding, claim or demand without the prior written approval of the Claimant, which approval will not be unreasonably withheld. If such prior written approval is withheld by the Claimant, and the proposed settlement involves only the payment of money and is proposed by the Indemnitor in good faith, the liability of the Indemnitor shall be limited to an entry the total sum representing the amount of judgment the proposed compromise or settlement without release and the amount of liability and, with respect to nonmonetary terms, the ClaimantIndemnitor's consent fees and expenses (not to be unreasonably withheld or delayed)including counsel fees) accumulated at the time such approval is withheld. (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third party claim, it shall be bound by the results obtained by the Claimant with respect to such claim.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) The party claiming indemnification In the event that an Indemnified Person seeks recovery under this Article X, such Indemnified Person shall deliver a written claim notice (the "Claimant"a “Claim Notice”) shall give -------- reasonably prompt notice to the party from whom indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a ------------------ third party, specifyingShareholders: (i) stating that an Indemnified Person has incurred, paid, suffered or accrued Damages, or reasonably anticipates that it may have to incur, pay, suffer or accrue Damages, (ii) specifying in reasonable detail the factual individual items of Damages included in the amount so stated, the date each such item was incurred, paid, suffered or accrued, or the basis for such anticipated Liability, and the nature of the misrepresentation, breach of warranty, breach of covenant or agreement or other claim or matter to which such item is related, and (iiiii) indicating, if applicable, the amount of the claim. If the claim relates to an action, suit or proceeding filed by a third party against Claimant, such notice shall that will be given by Claimant within ten (10) Business Days after written notice deducted from future Installment Payments in respect of such actionDamages, suit or proceeding is received by Claimantif applicable. (b) Following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have twenty (20) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. (c) With respect to any disputed claim by in a third party as to which the Claimant is entitled to indemnification hereunderClaim Notice, the Indemnifying Party following shall have apply: (i) In the right at its own expenseevent that the Shareholders object in writing to any claim or claims made in any Claim Notice within 30 days, the Shareholders and the Asset Purchaser shall attempt in good faith to participate in or assume control agree upon the rights of the defense respective Parties with respect to each of such claim, and the Claimant shall cooperate fully with the Indemnifying Partyclaims. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim and retain separate co-counsel at the Indemnifying Party's expense; provided if requested to participate at Indemnifying Party's request or if the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant Shareholders and the Indemnifying PartyAsset Purchaser should so agree, then a memorandum setting forth such agreement shall be prepared and signed by the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to Asset Purchaser and the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed)Shareholders. (dii) If no such agreement can be reached after good faith negotiation for a claimperiod of at least 20 calendar days (or such longer period as may be mutually agreed upon by the Shareholders and the Asset Purchaser), whether between either the parties Asset Purchaser or by the Shareholders may submit such disputed matter to a third party, requires immediate action, the parties will make every effort court of competent jurisdiction in accordance with Section 11.6 to reach a decision with respect thereto as expeditiously as possiblefinally resolve such disputed matter. (eiii) If In the Indemnifying Party does not elect event that any portion of the Installment Payments becomes due while any matter is in dispute pursuant to assume control or otherwise participate in this Section 10.4(b), the defense of any third party claim, it Surviving Corporation shall be bound by permitted to hold back, upon instruction from the results obtained by Asset Purchaser, from such Installment Payments an amount equal to the Claimant with respect Indemnified Person’s estimated Damages in dispute until such claim has been finally resolved pursuant to such claimthis Section 10.4(b).

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) The party claiming indemnification (the "Claimant") shall promptly give -------- reasonably prompt written notice to the party from whom which indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a ------------------ third party, specifying: (i) specifying in reasonable detail the factual basis for such claim and (ii) the amount of the claim. If the claim relates to an action, suit suit, or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten no later than five (105) Business Days business days after written notice of such action, suit suit, or proceeding is received by was given to Claimant provided that the failure to timely give notice shall not extinguish the Claimant's right to indemnification unless such failure materially adversely affects the Indemnifying Party's rights. (b) Following With respect to claims solely between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have twenty (20) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) thirty days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or its authorized representative(s) representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree in writing at or prior to the expiration of said 20the thirty-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claimclaim or such amount as agreed to by the parties. If the Claimant and the Indemnifying Party do not agree within said the thirty-day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedyremedy under the arbitration provisions of this Agreement, as applicable. (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunderunder this Agreement, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim and retain separate co-counsel at its own expense. If the Indemnifying Party's expense; provided if requested Party does not elect to assume control or otherwise participate at Indemnifying Party's request or if in the defense of any third party claim, it shall be bound by the results obtained by the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed)such claim. (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If The indemnification rights provided herein shall extend to the Indemnifying Party does not elect to assume control or otherwise participate in the defense shareholders, directors, officers, employees, representatives and successors and assigns of any third party claimClaimant although for the purpose of the procedures set forth in this Section 4.4, it any indemnification claims by such parties shall be bound made by and through the results obtained by the Claimant with respect to such claimClaimant.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) The party claiming indemnification (the "Claimant") shall promptly give -------- reasonably prompt notice to the party from whom which indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a ------------------ third party, specifying: (i) specifying in reasonable detail the factual basis for such claim and (ii) the amount of the claim. If the claim relates to an action, suit suit, or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten (10) Business Days after written notice of such action, suit suit, or proceeding was given to Claimant. The Claimant's failure to give such notice timely shall not relieve the Indemnifying Party from any liability that it otherwise may have to the Claimant except to the extent the Indemnifying Party is received actually prejudiced by Claimantsuch failure. (b) Following With respect to claims solely between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have twenty (20) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) thirty days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or and its authorized representative(s) representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20the thirty-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said the thirty-day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedyremedy at law or equity. (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunderunder this Agreement, if the Indemnifying Party notifies the Claimant in writing within ten Business Days of its receipt of notice from the Claimant of the third-party claim that the Indemnifying Party acknowledges its potential liability to the Claimant under this Agreement, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claimclaim (subject to Section 9.4(d)), and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim and retain separate co-counsel at its own expense (except that the Claimant shall have the right to participate in the defense of such claim at the Indemnifying Party's expense; provided expense if requested to participate at Indemnifying Party's request or if (i) the Claimant reasonably believes (based upon an opinion has been advised by its counsel that use of counsel) that the same counsel to represent both the Indemnifying Party and the Claimant would present a conflict of interest exists between interest, which shall be deemed to include any case where there may be a legal defense or claim available to the Claimant and that is different from or additional to those available to the Indemnifying Party, then or (ii) the Indemnifying Party fails vigorously to defend or prosecute such claim within a reasonable time). If the Indemnifying Party fails timely to notify the Claimant will be reimbursed for reasonable expenses of counsel. The in writing that the Indemnifying Party will select counsel reasonably satisfactory acknowledges its potential liability to the Claimant. The Indemnifying Party will not consent to an entry of judgment Claimant under this Agreement or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed). (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If if the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third third-party claim, it the Indemnifying Party shall be bound by the results obtained by the Claimant with respect to such claim. (d) The Indemnifying Party may not control the defense of any claim, without the written consent of the Claimant, if (i) the Claimant has been advised by its counsel that use of the same counsel to represent both the Indemnifying Party and the Claimant would present a conflict of interest, or (ii) the claim involves any material risk of the sale, forfeiture, or loss of, or the creation of any lien (other than a judgment lien) on, any material property of the Claimant or could entail a risk of criminal liability to the Claimant.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) The party claiming indemnification (the "Claimant") shall give -------- reasonably prompt notice to the party from whom indemnification is claimed (the "Indemnifying Party") of 7.7.1. If any claim, whether between the parties or brought by a ------------------ third party, specifying: (i) the factual basis for such claim and (ii) the amount of the claim. If the claim relates Indemnified Persons sustains or incurs any Loss due to an actiona Seller Indemnification Event set out under Clause 7.1 (excluding sub-clause (iv) or under Clause 7.3, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten (10) Business Days after written notice of such action, suit or proceeding is received by Claimant. (b) Following receipt of notice and seeks indemnity from the Claimant of a claim, the Indemnifying Party shall have twenty (20) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation“Indemnity Claim”), the Claimant agrees to make available Indemnified Persons shall issue a notice to the Indemnifying Party (“Indemnification Notice”) describing in reasonable detail the Losses (including estimate for the amount of Loss, if practicable) sustained or its authorized representative(s) the information relied upon incurred by the Claimant Indemnified Persons within 15 (fifteen) Business Days of the occurrence of the Seller Indemnification Event; provided that failure to substantiate give an Indemnification Notice shall not prejudice the claim. If right of the Claimant and Indemnified Persons to seek indemnification from the Indemnifying Party agree at or prior under this Clause other than to the expiration of said 20-day period (or any mutually agreed upon extension thereof) to the validity and amount of extent such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense, to participate delay results in or assume control of an adverse impact on the defense of such claim, and Claims and/ or in an increase in the Claimant shall cooperate fully with liability of the Indemnifying Party. If the Indemnifying Party elects disputes the liability to assume control of the defense of any third-party claim, Indemnified Persons with respect to the Claimant shall have the right to participate in the defense of such claim and retain separate co-counsel at the Indemnifying Party's expense; provided if requested to participate at Indemnifying Party's request or if the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying PartyIndemnification Notice, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory shall deliver to the ClaimantIndemnified Persons, a notice stating in reasonable detail the basis for such dispute (“Indemnification Dispute Notice”) within 30 (thirty) days after receiving the Indemnification Notice. The If the Indemnifying Party will delivers an Indemnification Dispute Notice to the Indemnified Persons, then the Indemnifying Party and the Indemnified Persons shall negotiate for a period of 30 (thirty) calendar days to resolve such dispute (“Indemnity Dispute Resolution Period”) and if such dispute is not consent to an entry resolved within the Indemnity Dispute Resolution Period, then either the Indemnifying Party or the Indemnified Persons may submit such dispute for resolution in terms of judgment or settlement without release of liability andClause 12. However, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed). (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If if the Indemnifying Party does not elect to assume control or otherwise participate in dispute the defense Indemnification Notice, then within 15 (fifteen) days of any third party claimreceipt of the Indemnification Notice, it the Indemnifying Party shall be bound by absolutely and unconditionally indemnify the results obtained by the Claimant with respect to such claimIndemnified Persons.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (ai) The party claiming indemnification (the "Claimant") ), shall give -------- reasonably prompt notice to the party from whom indemnification identification is claimed (the "Indemnifying Party") of any claim, claim whether between the parties or brought by a ------------------ third party, specifying: (ia) the factual basis for such claim and (iib) the amount of the claim. If the claim relates to an action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten (10) Business Days days after written notice of such action, suit or proceeding is received by Claimant. (bii) Following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have twenty (20) Business Days 20 days (or such shorter period of time as may be it required to respond to the subject litigation or proceeding) to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the tot he Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree, the parties shall use their reasonable efforts to negotiate a resolution of such dispute within said period (or any mutually agreed upon extension thereof.) If the parties fail to agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. (ciii) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-third party claim, the Claimant shall have the right to participate in the defense of such claim and retain separate co-counsel at the Indemnifying Party's its own expense; provided (a) if requested to participate at Indemnifying Party's request or request, (b) if the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, (c) if the Indemnifying Party does not admit to Claimant right to reimbursement or (d) if the Indemnifying Party fails to promptly assume and prosecute the defense of such third party claim, then the Claimant will be reimbursed for reasonable expenses of its own counsel. The Indemnifying indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed). (div) If a claim, whether between the parties or by a third party, requires immediate action, action the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (ev) If the Indemnifying Party party does not elect to assume control or otherwise participate in the defense of any third party claim, it shall be bound by the results obtained by the Claimant with respect to such claim.

Procedure for Indemnification. The procedure for ----------------------------- indemnification under this Article X shall ----------------------------- be as follows: (a) The party claiming indemnification (the "Claimant") shall promptly give -------- reasonably prompt written notice to the party from whom indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a ------------------ third party, specifying: specifying (i) in reasonable detail, the factual basis for such claim and (ii) in good faith, the estimated amount of the claim. If the claim relates to an action, suit or proceeding a Proceeding filed by a third party against the Claimant, such notice shall be given by Claimant within ten (10) Business Days business days after written notice of such action, suit or proceeding is Proceeding was received by Claimant. The failure of the Claimant to provide such written notice within the time period specified shall not relieve the Indemnifying Party of its indemnification liability under Section 11.2, 11.3, 11.4 or 11.5, unless such failure materially prejudices the rights of the Indemnifying Party in defending against the claim or Proceeding. (b) Following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have twenty thirty (2030) Business Days days (or such shorter period of time as may be required to respond to or, if the subject litigation or proceedingclaim involves an amount less than $50,000, ten (10) days) in which to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or and its authorized representative(s) Representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20-thirty (30) day (or ten (10) day) period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), subject to clause (c) below with respect to third party claims, the Claimant may seek appropriate legal remedydispute shall be resolved in accordance with the provisions of Section 13.11 hereof. (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party shall have the right right, at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for actual out- of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. Claimant shall have the right to approve legal counsel selected by Indemnifying Party, which approval shall not be unreasonably withheld. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim and retain separate co-with legal counsel at the Indemnifying Party's expenseof its own selection; provided if requested to participate at Indemnifying Party's request or if provided, however, that the Claimant reasonably believes (based upon an opinion shall pay the fees and -------- ------- expenses of counsel) that a conflict of interest exists between such counsel unless the named parties to any such claim include both the Claimant and the Indemnifying Party and the Claimant has been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party (in which case, if the Claimant informs the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, then the Claimant will Indemnifying Party shall not have the right to assume the defense of such claim on behalf of the Claimant), it being understood that the Indemnifying Party shall not, in connection with any one claim, be reimbursed liable for reasonable the fees and expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to more than one separate firm of attorneys at any time for the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed). (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third party claim, it shall be bound by the results obtained by the Claimant with respect to such claimClaim; provided, however, that no settlement -------- ------- or compromise of any claim which may result in any indemnification liability may be made by the Claimant without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. No settlement or compromise of any claim may be made by the Indemnifying Party without the prior written consent of the Claimant, which consent shall not be unreasonably withheld.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (ai) The party claiming indemnification (the "Claimant") shall shall, within thirty (30) days after its discovery of any claim for which indemnification will be sought as provided in this Agreement (the "Claim"), give -------- reasonably prompt notice to the party from whom indemnification is claimed sought (the "Indemnifying PartyIndemnitor") of any claimits Claim, whether between the parties or brought by a ------------------ third party, specifying: (i) specifying in reasonable detail the factual basis for such claim and (ii) the Claim and, to the extent known, the amount of the claimClaim. If Notwithstanding the claim relates to an actionforegoing, suit or proceeding filed by a third party against Claimant, such notice shall be given the failure by Claimant within ten (10) Business Days after written to provide notice of any Claim within the period specified, or any delay in providing such actionnotice, suit shall not affect or proceeding is received impair the obligations of Indemnitor hereunder, except and only to the extent that Indemnitor has been adversely affected by Claimantsuch failure or delay. (bii) Following With respect to Claims between the parties, following receipt of notice from the Claimant of a claimClaim, the Indemnifying Party Indemnitor shall have twenty sixty (2060) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) days to make such any investigation of the claim as the Indemnifying Party Claim that Indemnitor deems necessary or desirable. For the purposes of such this investigation, the Claimant agrees to make available to the Indemnifying Party or Indemnitor and its authorized representative(s) representatives the information relied upon by the Claimant to substantiate the claimClaim. If the Claimant and the Indemnifying Party Indemnitor cannot agree at or prior to the expiration of said 20-day period (or any mutually agreed upon extension thereof) as to the validity and amount of such claim, the Indemnifying Party shall immediately pay to Claim within the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said sixty (60) day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy, subject to the provisions of Section 7.3. (ciii) With respect to any claim Claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party Indemnitor shall have the right right, exercisable by written notice to Claimant within 30 days after receipt of written notice from Claimant of the commencement or assertion of any such Claim, at its own expense, expense to participate in or assume control of the defense of such claimthe Claim, and the Claimant shall cooperate fully with Indemnitor, subject to reimbursement for actual out-of-pocket expenses incurred by Claimant the Indemnifying Partyresult of a request by the Indemnitor. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim and retain separate co-counsel at the Indemnifying Party's expense; provided if requested to participate at Indemnifying Party's request or if the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed). (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party Indemnitor does not elect to assume control or otherwise participate in the defense of any third party claim, it shall be bound Claim within thirty (30) days of its receipt of notice of the Claim (or any extended period mutually agreed upon by the results obtained by parties), Claimant shall (upon further written notice to Indemnitor) have the Claimant right to undertake the defense, compromise or settlement of the Claim for the account of Indemnitor subject to the right of Indemnitor, at its expense, to assume the defense of the Claim at any time prior to final settlement, compromise or determination thereof. In no event shall Indemnitor be liable or otherwise have any obligation with respect to any settlement, compromise or determination of any Claim agreed to by Claimant without the prior written consent of Indemnitor (which shall not be withheld unreasonably). (iv) The parties shall cooperate in defending any third party Claim, and the defending party shall have reasonable access to the books, records and personnel which are pertinent to the defense and which are in control of the other party. The parties agree to furnish such claimrecords, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested by the other party in connection with defending any third party Claim.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a1) The party claiming indemnification (the "Claimant") shall give -------- reasonably prompt written notice to the party from whom which indemnification is claimed sought (the "Indemnifying PartyIndemnitor") promptly after the Claimant learns of any claim, whether between the parties or brought by a ------------------ third party, specifying: (i) the factual basis for such claim and (ii) the amount of the claim. If the claim relates to an action, suit or proceeding filed covered by a third party against Claimant, such the foregoing agreements to indemnify and hold harmless. Failure to provide prompt notice shall not be given deemed to jeopardize Claimant's right to demand indemnification, provided, that, Indemnitor is not prejudiced by Claimant within ten (10) Business Days after written notice of such action, suit or proceeding is received by Claimantthe delay in receiving notice. (b2) Following With respect to claims between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party Indemnitor shall have twenty (20) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) 15 days to make such any investigation of the claim as that the Indemnifying Party Indemnitor deems necessary or desirable, or such lesser time if a 15-day period would jeopardize any rights of Claimant to oppose or protest the claim. For the purposes purpose of such this investigation, the Claimant agrees to make available to the Indemnifying Party or Indemnitor and its authorized representative(s) representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party Indemnitor cannot agree at or prior as to the expiration validity and amount of said 20the claim within the l5-day period, or lesser period if required by this Section (or any mutually agreed upon extension thereofhereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedyremedies. (c3) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party The Indemnitor shall have the right at to undertake, by counsel or other representatives of its own expensechoosing, to participate in or assume control of the defense of such claim, provided, that, Indemnitor acknowledges in writing to Claimant that Indemnitor would assume responsibility for and demonstrates its financial ability to satisfy the claim should the party asserting the claim prevail. In the event that the Indemnitor shall not satisfy the requirements of the preceding sentence or shall elect not to undertake such defense, or within 15 days after notice of any such claim from the Claimant shall cooperate fully with the Indemnifying Party. If the Indemnifying Party elects fail to assume control of the defense of any third-party claimdefend, the Claimant shall have the right to undertake the defense, compromise or settlement of such claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the Indemnitor. Anything in this Section 13.2(c)(3) to the contrary notwithstanding, (i) if there is a reasonable probability that a claim may materially and adversely affect the Claimant other than as a result of money damages or other money payments, the Claimant shall have the right, at its own cost and expense, to participate in the defense, compromise or settlement of the claim, (ii) the Indemnitor shall not, without the Claimant's written consent, settle or compromise any claim or consent to entry of any judgment which does not include as an unconditional term thereof the giving by the plaintiff to the Claimant of a release from all liability in respect of such claim, and (iii) in the event that the Indemnitor undertakes defense of any claim consistent with this Section, the Claimant, by counsel or other representative of its own choosing and at its sole cost and expense, shall have the right to consult with the Indemnitor and its counsel or other representatives concerning such claim and retain separate co-counsel at the Indemnifying Party's expense; provided if requested to participate at Indemnifying Party's request or if Indemnitor and the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select their respective counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed). (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third party claim, it other representatives shall be bound by the results obtained by the Claimant cooperate with respect to such claim.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) The party claiming indemnification (the "“Claimant"”) shall promptly give -------- reasonably prompt notice to the party from whom which indemnification is claimed (the "“Indemnifying Party"”) of any claim, whether between the parties or brought by a ------------------ third party, specifying: (i) specifying in reasonable detail the factual basis for such claim and (ii) the amount of the claim. If the claim relates to an action, suit suit, or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten five (105) Business Days business days after written notice of such action, suit suit, or proceeding is received by was given to Claimant. (b) Following With respect to claims solely between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have twenty thirty (2030) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or and/or its authorized representative(s) representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20the thirty-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay deliver to the Claimant certificates representing the full amount of the claim, calculated in accordance with Section 2.3(c) (as subsequently converted or adjusted into other shares pursuant to the terms of the Exchange Agreement). If the Claimant and the Indemnifying Party do not agree within said the thirty-day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedyremedy at law or equity or under the arbitration provisions of this Agreement, as applicable. (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunderunder this Agreement, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim and retain separate co-counsel at the Indemnifying Party's its own expense; provided if requested to participate at Indemnifying Party's request or if the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed). (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third party claim, it shall be bound by the results obtained by the Claimant with respect to such claim. (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make commercially reasonable best efforts to reach a decision with respect thereto as expeditiously as possible. (e) In the event any claim for indemnification hereunder requires the payment or reimbursement for any Damages as provided under Section 10.2 or 10.3, such payment or reimbursement shall be made promptly by the indemnifying party in cash. In the event that GXS Holdings is entitled to payment or reimbursement for Damages and Celarix has assigned, sold, distributed or otherwise transferred all or any portion of the Shares representing the Purchase Price (or any other consideration into which such Shares are converted), whether or not a Seller Representative has been appointed pursuant to Section 10.7, GXS Holdings will be entitled to, at its sole option: (i) deduct from the Escrow the amount of such payment or reimbursement; (ii) deduct the amount of such payment or reimbursement from any amount due to Celarix pursuant to Section 2.5 of this Agreement; and/or (iii) if a Seller Representative has been appointed, require the Seller Representative to withhold such amount from funds received on behalf of the Celarix Transferees prior to the distribution of such funds to the Celarix Transferees. Any such deduction with respect to any Shares shall be valued in accordance with Section 2.4(c). (f) The indemnifications rights provided in Sections 10.2 and 10.3 shall extend to the parent entities (direct or indirect), shareholders, directors, officers, employees, and representatives of any Claimant although for the purpose of the procedures set forth in this Section 10.4, any indemnification claims by such parties shall be made by and through the Claimant.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) The party claiming indemnification An Indemnified Party shall give written notice (the "Claimant") shall give -------- reasonably prompt notice to the party from whom indemnification is claimed (the "Indemnifying Party"“Claim Notice”) of any claim, whether between the parties or brought by a ------------------ third party, specifying: indemnification Claim (i) in the factual basis for such claim case of an indemnification Claim against Parent, to Parent, and (ii) in the amount case of an indemnification Claim against the claim. If Securities Holders, to the claim Stockholders’ Representative, reasonably promptly, but in any event (A) prior to expiration of any applicable Survival Period, and (B) if such Indemnification Claim relates to the assertion against an action, suit or proceeding filed Indemnified Party of any Claim by a third party against Claimant(a “Third Party Action”), such notice shall be given within 30 days after receipt by Claimant within ten (10) Business Days after the Indemnified Party of written notice of a legal process relating to such actionThird Party Action; provided, suit however, that the failure to so notify the Indemnifying Party within such time period shall not relieve the Indemnifying Party of any obligation or proceeding liability to the Indemnified Party (other than in the event that such notice is received by Claimantprovided after the expiration of the applicable Survival Period), except to the extent that the Indemnifying Party demonstrates that its ability to resolve such Indemnification Claim is adversely affected thereby. (b) Following Unless the Stockholders’ Representative (in the case of any indemnification Claim against the Securities Holders) or Parent contests the indemnification Claim in writing given to the Indemnified Party within 30 days after receipt of notice from a Claim Notice and describing in reasonable detail the Claimant basis for contesting the indemnification Claim, the Indemnified Party shall, subject to the other terms of this Article IX, be paid the amount of Losses related to such indemnification Claim or the uncontested portion thereof. Disputed indemnification Claims shall be resolved either (i) in a written agreement signed by Parent and the Stockholders’ Representative, or (ii) by the final decision of a claimcourt or other trier of fact. (c) In connection with the defense or handling of any Third Party Action, the Indemnifying Party shall have twenty (20) Business Days (or such shorter period of time as may be required to respond to cooperate with the subject litigation or proceeding) to make such investigation Indemnified Party and shall, at the request of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigationIndemnified Party, the Claimant agrees to make available to the Indemnifying Party or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense or handling of such claim and retain separate co-counsel at Third Party Action. The Indemnified Party shall not, without the prior written consent of the Indemnifying Party's expense; provided if requested Party (which consent may not be unreasonably withheld), enter into any settlement or compromise or consent to participate at Indemnifying Party's request or if the Claimant reasonably believes (based upon an opinion entry of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counselany judgment with respect to such Third Party Action. The Indemnifying Party will select counsel shall be entitled to require that any action be made or brought against any other Person before action is brought or Claim is made against it hereunder by the Indemnified Party if such action is reasonably satisfactory likely to materially diminish the Claimant. The Indemnifying Party will not consent amount of Losses subject to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed)such Claim. (d) If any Indemnified Party should have a claim, whether between the parties Claim against any Indemnifying Party hereunder that does not involve a Third Party Action being asserted against or by a third party, requires immediate actionsought to be collected from such Indemnified Party, the parties will make every effort Indemnified Party shall deliver notice of such Claim with reasonable promptness to reach a decision the Indemnifying Party and shall provide the Indemnifying Party with such information with respect thereto as expeditiously as possible. (e) If the Indemnifying Party does not elect to assume control or otherwise participate may reasonably request (but, at a minimum, shall provide the following: (i) the amount of such Losses (which, in the defense case of Losses not yet incurred or paid may be the Indemnified Party’s reasonable estimate of the maximum amount reasonably likely to be incurred or paid), and identifying the specific clause or clauses of this Agreement pursuant to which an Indemnified Party is entitled to indemnification, (ii) specifying in reasonable detail (based upon the information then possessed) the facts and circumstances related to the Breach and the individual items of such Losses arising out of, resulting from or in connection with such Breach). The failure to provide such notice, however, shall not release the Indemnifying Party from any third party claim, of its obligations under this Article VIII except to the extent that the Indemnifying Party demonstrates that its ability to resolve such Claim is materially and adversely prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it shall be bound by may have to the results obtained by the Claimant with respect to such claimIndemnified Party.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) The party claiming indemnification (the "Claimant") shall promptly give -------- reasonably prompt notice to the party from whom which indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a ------------------ third party, specifying: (i) specifying in reasonable detail the factual basis for such claim and (ii) the amount of the claim. If the claim relates to an action, suit suit, or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten (10) Business Days five days after written notice of such action, suit suit, or proceeding was given to Claimant; provided, however, that the failure of the Claimant to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 10, except to the extent the Indemnifying Party is received actually and materially prejudiced by Claimant.such failure to give notice; (b) Following With respect to claims solely between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have twenty (20) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) thirty days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or and/or its authorized representative(s) representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20the thirty-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said the thirty-day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy.remedy at law or equity or under the arbitration provisions of this Agreement, as applicable; (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunderunder this Agreement, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim and retain separate co-counsel at the Indemnifying Party's its own expense; provided if requested to participate at Indemnifying Party's request or if provided, however, that the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will shall not consent to an the entry of any judgment or enter into any settlement without release unless Claimant obtains the prior written consent of liability andthe Indemnifying Party (which consent shall not be unreasonably withheld). If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third party claim, it shall be bound by the results obtained by the Claimant with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed).such claim; (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible.; and (e) If The indemnifications rights provided in Sections 10.2 and 10.3 shall extend to the Indemnifying Party does not elect to assume control or otherwise participate in the defense shareholders, directors, officers, employees, and representatives of any third party claimClaimant although for the purpose of the procedures set forth in this Section 10.4, it any indemnification claims by such parties shall be bound made by and through the results obtained by the Claimant with respect to such claimClaimant.

Procedure for Indemnification. The procedure for seeking indemnification shall ----------------------------- be as follows:. (a) i. The party claiming indemnification (the "Claimant") shall promptly give -------- reasonably prompt notice to the party from whom indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a ------------------ third party, specifying: specifying (i) the factual basis for such claim and (ii) if known, the estimated amount of the claim. If the claim relates to an action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten five (105) Business Days business days after written notice of such action, suit or proceeding is received by as given to Claimant. Such notice shall not be a condition precedent to any liability of the Indemnifying Party under the provisions for indemnification contained in this Agreement, unless (and only to the extent that) failure to give such notice materially prejudices the rights of the Indemnifying Party with respect to such actions or proceedings. (b) ii. Following receipt of notice from the Claimant of a claimclaim for indemnification, the Indemnifying Party shall have twenty thirty (2030) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or and its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20-thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. (c) iii. With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim at its own expense. Notwithstanding the election of the Indemnifying Party to assume the defense of such action, the Claimant shall have the right to employ separate counsel and retain to participate in the defense of such action, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of separate co-counsel if (a) in the reasonable judgment of the Claimant the use of counsel chosen by the Indemnifying Party to represent the Claimant would present such counsel with a conflict of interest; (b) the defendants in, or targets of, any such action include both the Indemnifying Party and the Claimant, and the Claimant shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the Indemnifying Party (in which case the Indemnifying Party shall not have the right to direct the defense of such action on behalf of the Claimant); (c) the Indemnifying Party shall not have employed counsel satisfactory to the Claimant, in the exercise of the Claimant's reasonable judgment, to represent the Claimant within a reasonable time after notice of the institution of such action; or (d) the Indemnifying Party shall authorize in writing the Claimant to employ separate counsel at the expense of the Indemnifying Party. If the Indemnifying Party chooses to defend any claim, the Claimant shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense, subject to attorney client privilege and confidentiality agreements. In any event, the Claimant, the Indemnifying Party and the Indemnifying Party's expense; provided counsel (and, if requested applicable, the Claimant's counsel), shall cooperate (at no material cost to participate at Indemnifying Party's request or if the Claimant reasonably believes (based upon an opinion other than the cost of Claimant's counsel) that a conflict of interest exists between Claimant and in the compromise of, or defense against, any such asserted liability. If the Indemnifying PartyParty assumes the defense of such an action, then no compromise or settlement thereof may be effected by the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (which shall in any event not to be unreasonably withheld withheld) unless (i) there is no finding or delayed)admission of any violation of the rights of any person by the Claimant and no effect on any other claims that may be made against the Claimant and (ii) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party. (d) iv. If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If v. The Claimant may not compromise any such claim without the prior written consent of the Indemnifying Party does Party, which consent may not elect be unreasonably withheld. vi. The indemnification rights provided in Sections 10.2 and 10.3 shall extend to assume control or otherwise participate the shareholders, directors, officers, employees, Affiliates and agents of the Claimant although for the purpose of the procedures set forth in the defense of this Section 10.4, any third party claim, it indemnification claims by such parties shall be bound made by and through the results obtained by Claimant. vii. The indemnification obligations of Buyer and Seller under this Article X shall constitute the Claimant with respect to such claimsole and exclusive remedies of Buyer and Seller for recovery of money damages after the Closing Date.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) The party claiming indemnification (the "ClaimantClaim-ant") shall give -------- reasonably prompt notice to the party from whom indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a ------------------ third party, specifying: specifying (i) the factual basis for such claim and (ii) the amount of the claim. If the claim relates to an action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten (10) Business Days days after written notice of such action, suit or proceeding is received by Claimant. (b) Following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have twenty (20) Business Days days (or such shorter period of time as may be is required to respond to the subject litigation or proceeding) to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim; provided, however, that if such claim has been brought by a third party, and the Claimant and Indemnifying Party mutually agree, the Indemnifying Party shall pay directly to such third party the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim and retain separate co-counsel at the Indemnifying Party's its own expense; provided if requested to participate at Indemnifying Party's request or if the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed); provided that if Claimant does not consent to settlement of a claim solely with respect to the monetary terms thereof, pursuant to which Claimant has been released without liability, Seller’s liability under this Section 11 shall be limited to the amount of the settlement or entry of judgment, plus costs (including attorney fees). (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third party claim, it shall be bound by the results obtained by the Claimant with respect to such claim. (f) The remedies provided herein shall be cumulative and shall not preclude the assertion by any party hereto of any other rights or the seeking of any other remedies against any other party hereto.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) The party claiming seeking indemnification under this Article 10 (the "“Claimant"”) shall give -------- reasonably prompt notice to the party from whom indemnification is claimed sought (the "Indemnifying Party"“Indemnitor”) of any claim, whether solely between the parties or brought by a ------------------ third party, specifying: reasonably specifying (i) the factual basis for such claim the claim, and (ii) the amount of the claimclaim if then known. If the claim relates to an action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten fifteen (1015) Business Days days after written notice of such the action, suit or proceeding is received was given to Claimant. In all other circumstances, notice shall be given by Claimant within thirty (30) days after Claimant becomes, or should have become, aware of the facts giving rise to the claim. Notwithstanding the foregoing, Claimant’s failure to give Indemnitor timely notice shall not preclude Claimant from seeking indemnification from Indemnitor if Claimant’s failure has not materially prejudiced Indemnitor’s ability to defend the claim or litigation. (b) Following With respect to claims between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party Indemnitor shall have twenty thirty (2030) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) days to make such any investigation of the claim as that the Indemnifying Party Indemnitor deems necessary or desirable. For the purposes of such this investigation, the Claimant agrees to make available to the Indemnifying Party or Indemnitor and/or its authorized representative(s) representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party Indemnitor cannot agree at or prior to the expiration of said 20-day period (or any mutually agreed upon extension thereof) as to the validity and amount of such claim, the Indemnifying Party shall immediately pay to claim within the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said 30-day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party Indemnitor shall have the right at its own expense, expense to participate in or assume control of the defense of such claimthe claim with counsel reasonably acceptable to Claimant, and the Claimant shall cooperate fully with the Indemnifying PartyIndemnitor, subject to reimbursement for reasonable expenses incurred by the Claimant as the result of a request by the Indemnitor. If the Indemnifying Party Indemnitor elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such the claim and retain separate co-counsel at the Indemnifying Party's its own expense; provided if requested to participate at Indemnifying Party's request or if the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed). (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party Indemnitor does not elect to assume control or otherwise participate in the defense of any third party claim, Claimant may, but shall have no obligation to, defend or settle such claim or litigation in such a manner as it deems appropriate, and in any event Indemnitor shall be bound by the results obtained by the Claimant with respect to the claim (by default or otherwise) and shall promptly reimburse Claimant for the amount of all expenses (including the amount of any judgment rendered), legal or otherwise, incurred in connection with such claimclaim or litigation. The Indemnitor shall be subrogated to all rights of the Claimant against any third party with respect to any claim for which indemnity was paid.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) The party claiming seeking indemnification under this Article 16 (the "“Claimant"”) shall give -------- reasonably prompt notice to the party from whom indemnification is claimed sought (the "Indemnifying Party"“Indemnitor”) of any claim, whether solely between the parties or brought by a ------------------ third party, specifying: specifying (i) the factual basis for such claim the claim, and (ii) the amount of the claim. If the claim relates to an action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten fifteen (1015) Business Days business days after written notice of such the action, suit or proceeding is received was given to Claimant. In all other circumstances, notice shall be given by Claimant within thirty (30) days after Claimant becomes, or should have become, aware of the facts giving rise to the claim. Notwithstanding the foregoing, Claimant’s failure to give Indemnitor timely notice shall not preclude Claimant from seeking indemnification from Indemnitor except to the extent that Claimant’s failure has materially prejudiced Indemnitor’s ability to defend the claim or litigation. (b) Following With respect to claims between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party Indemnitor shall have twenty thirty (2030) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) calendar days to make such any investigation of the claim as that the Indemnifying Party Indemnitor deems necessary or desirable. For the purposes of such this investigation, the Claimant agrees to make available to the Indemnifying Party or Indemnitor and/or its authorized representative(s) representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party Indemnitor cannot agree at or prior to the expiration of said 20-day period (or any mutually agreed upon extension thereof) as to the validity and amount of such claim, the Indemnifying Party shall immediately pay to claim within the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said 30-day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party Indemnitor shall have the right at its own expense, expense to participate in or assume control of the defense of such the claim, and the Claimant shall cooperate fully with the Indemnifying PartyIndemnitor, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnitor. If the Indemnifying Party Indemnitor elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such the claim and retain separate co-counsel at the Indemnifying Party's as its own expense; provided if requested to participate at Indemnifying Party's request or if the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed). (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party Indemnitor does not elect to assume control or otherwise participate in the defense of any third party claim, Claimant may, but shall have no obligation to, defend or settle such claim or litigation in such manner as it deems appropriate, and in any event Indemnitor shall be bound by the results obtained by the Claimant with respect to the claim (by default or otherwise) and shall promptly reimburse Claimant for the amount of all expenses (including the amount of any judgment rendered), legal or otherwise, incurred in connection with such claimclaim or litigation. The Indemnitor shall be subrogated to all rights of the Claimant against any third party with respect to any claim for which indemnity was paid.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) 9.4.1 The party claiming indemnification (the "“Claimant"”) shall promptly give -------- reasonably prompt notice to the party from whom indemnification is claimed (the "“Indemnifying Party"”) of any claim, whether between the parties or brought by a ------------------ third party, specifying: specifying (ia) the factual basis for such claim and (iib) the estimated amount of the claim. If the claim relates to an action, suit or proceeding filed by a third party against Claimant, such notice shall be given promptly by Claimant within ten (10) Business Days to the Indemnifying Party after written notice of such action, suit or proceeding is received by Claimant; provided, however, that the failure of the Claimant to give timely notice hereunder shall not relieve the Indemnifying Party of its obligations under this Article 9 unless, and only to the extent that, the Indemnifying Party has been materially prejudiced thereby. (b) Following 9.4.2 With respect to claims solely between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have twenty thirty (2030) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or and its authorized representative(s) representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20-such thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full recoverable amount of the claim, subject to the terms hereof (including Section 9.5). If the Claimant and the Indemnifying Party do not agree to the validity and amount of such claim within said such thirty (30) day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedyremedies at law or equity, as applicable, subject to the limitations of Section 9.5. (c) 9.4.3 With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunderunder this Agreement, the Indemnifying Party shall have the right right, at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for reasonable out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim and retain separate co-counsel at the Indemnifying Party's its own expense; provided if requested to participate at Indemnifying Party's request or if the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed). (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third-party claim, then the Claimant may defend through counsel of its own choosing, subject to the right of the Indemnifying Party to assume control of or otherwise participate in the defense thereof at any time prior to the settlement, compromise or final determination thereof. No party shall compromise or settle any third party claim, it shall be bound by action or suit without the results obtained by prior written consent of the other party; provided, however, that if such compromise or settlement relates only to monetary amounts and provides for the full and unconditional release of the Claimant from all Liability in connection with respect to such claim, then the Indemnifying Party may settle such claim without the Claimant’s consent as long as the Indemnifying Party is responsible for the recoverable amount of such claim (subject to the limitations of Section 9.5) and the settlement of such claim does not contain an admission of wrongdoing on the part of the Claimant.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) The party claiming indemnification (the "Claimant") shall promptly give -------- reasonably prompt notice to the party from whom which indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a ------------------ third party, specifying: (i) specifying in reasonable detail the factual basis for such claim and (ii) the amount of the claim. If the claim relates to an action, suit suit, or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten (10) Business Days after written notice of such action, suit or proceeding is received by Claimantas promptly as practicable. (b) Following With respect to claims solely between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have twenty thirty (2030) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or and/or its authorized representative(s) representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20-the thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said the thirty (30) day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedyremedy at law or equity. (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunderunder this Agreement, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim and retain separate co-counsel at its own expense. If the Indemnifying Party's expense; provided if requested Party does not elect to assume control or otherwise participate at Indemnifying Party's request or if in the defense of any third party claim, it shall be bound by the results obtained by the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counselwith respect to such claim. The Indemnifying Party will select counsel reasonably satisfactory to the shall not settle any claim without Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without 's approval unless there is a full release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed). (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If The indemnification rights provided in SECTIONS 10.2 AND 10.3 shall extend to the Indemnifying Party does not elect to assume control or otherwise participate in the defense shareholders, directors, officers, employees, and representatives of any third party claimClaimant although for the purpose of the procedures set forth in this SECTION 10.4, it any indemnification claims by such parties shall be bound made by and through the results obtained by the Claimant with respect to such claimClaimant.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows:: - 63 - (a) The party claiming indemnification (the "Claimant") shall promptly give -------- reasonably prompt notice to the party from whom which indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a ------------------ third party, specifying: (i) specifying in reasonable detail the factual basis for such claim and (ii) the claim, the amount thereof, estimated in good faith, and the method of computation of such claim, all with reasonable particularity and containing a reference to the claimprovisions of this Agreement in respect of which such indemnification claim shall have occurred. If the claim relates to an action, suit suit, or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten (10) Business Days business days after written notice of such action, suit suit, or proceeding is received by was given to Claimant. (b) Following With respect to claims solely between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have twenty (20) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) thirty days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or and its authorized representative(s) representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20the thirty-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim, subject to the terms hereof (including Sections 10.2(b) and 10.3(b)) and the terms of, and procedures set forth in, the Indemnification Fund Agreement. If the Claimant and the Indemnifying Party do not agree within said the thirty-day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedyremedy at law or equity, as applicable, subject to the limitations of Sections 10.2(b) and 10.3(b). (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunderunder this Agreement, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim and retain separate co-counsel at its own expense. If the Indemnifying Party's expense; provided if requested Party does not elect to assume control or otherwise participate at Indemnifying Party's request or if in the Claimant reasonably believes (based upon an opinion defense of counsel) that a conflict of interest exists between Claimant and the Indemnifying Partyany third-party claim, then the Claimant will be reimbursed for reasonable may defend through counsel of its own choosing and (so long as it gives the Indemnifying Party at least fifteen (15) days' notice of the terms of the proposed settlement thereof and permits the Indemnifying Party to then undertake the defense thereof) settle such claim, action or suit, and to recover from the Indemnifying Party the amount of such settlement or of any judgment and the costs and expenses of counselsuch defense. The Indemnifying Party will select counsel reasonably satisfactory to shall not compromise or settle any third party claim, action or suit without the prior written consent of the Claimant. The Indemnifying Party , which consent will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed). (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If Subject to the Indemnifying Party does not elect limitations set forth herein and without expanding the total liability of Buyer or Seller hereunder, the indemnification rights provided in Section 10.2 and Section 10.3 shall extend to assume control or otherwise participate in the defense members, partners, shareholders, officers, directors, employees, agents and Affiliates of any third party claimClaimant although for the purpose of the procedures set forth in this Section 10.4, it any indemnification claims by such parties shall be bound made by and through the results obtained by the Claimant with respect to such claimClaimant.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) The party claiming indemnification (the "Claimant") shall promptly give -------- reasonably prompt notice to the party from whom which indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a ------------------ third party, specifying: (i) specifying in reasonable detail the factual basis for such claim and (ii) the amount of the claim. If the claim relates to an action, suit suit, or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten (10) Business Days after written notice of such action, suit suit, or proceeding was given to Claimant. The Claimant's failure to give such notice timely shall not relieve the Indemnifying Party from any liability that it otherwise may have to the Claimant except to the extent the Indemnifying Party is received actually prejudiced by Claimantsuch failure. (b) Following With respect to claims solely between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have twenty (20) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) thirty days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or and its authorized representative(s) representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20the thirty-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said the thirty-day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedyremedy at law or equity. (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunderunder this Agreement, if the Indemnifying Party notifies the Claimant in writing within ten Business Days of its receipt of notice from the Claimant of the third-party claim that the Indemnifying Party acknowledges its potential liability to the Claimant under this Agreement, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claimclaim (subject to Section 10.4(d)), and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim and retain separate co-counsel at its own expense (except that the Claimant shall have the right to participate in the defense of such claim at the Indemnifying Party's expense; provided expense if requested to participate at Indemnifying Party's request or if (i) the Claimant reasonably believes (based upon an opinion has been advised by its counsel that use of counsel) that the same counsel to represent both the Indemnifying Party and the Claimant would present a conflict of interest exists between interest, which shall be deemed to include any case where there may be a legal defense or claim available to the Claimant and that is different from or additional to those available to the Indemnifying Party, then or (ii) the Indemnifying Party fails vigorously to defend or prosecute such claim within a reasonable time). If the Indemnifying Party fails timely to notify the Claimant will be reimbursed for reasonable expenses of counsel. The in writing that the Indemnifying Party will select counsel reasonably satisfactory acknowledges its potential liability to the Claimant. The Indemnifying Party will not consent to an entry of judgment Claimant under this Agreement or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed). (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If if the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third third-party claim, it the Indemnifying Party shall be bound by the results obtained by the Claimant with respect to such claim. (d) The Indemnifying Party may not control the defense of any claim, without the written consent of the Claimant, if (i) the Claimant has been advised by its counsel that use of the same counsel to represent both the Indemnifying Party and the Claimant would present a conflict of interest, or (ii) the claim involves any material risk of the sale, forfeiture, or loss of, or the creation of any lien (other than a judgment lien) on, any material property of the Claimant or could entail a risk of criminal liability to the Claimant.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) The party claiming indemnification (the "Claimant") shall give -------- reasonably prompt notice to the party from whom indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a ------------------ third party, specifying: (i) the factual basis for such claim and (ii) the amount of the claim. If the claim relates to an action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten (10) Business Days after written notice of such action, suit or proceeding is received by Claimant. (b) Following receipt of notice by a Party or Parties (the "Indemnitor") from the Claimant other Party or Parties (the "Indemnitee") of notice of a claimClaim, the Indemnifying Party shall Indemnitor will have twenty thirty (2030) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) days to make such investigation of the claim Claim as the Indemnifying Party deems it considers necessary or desirable. For the purposes purpose of such investigation, the Claimant agrees to Indemnitee will make available to the Indemnifying Party or Indemnitor and its authorized representative(s) representatives the information relied upon by the Claimant Indemnitee to substantiate the claimClaim. If the Claimant Indemnitee and the Indemnifying Party Indemnitor agree at or prior to the expiration of said 20-such thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount of such claimClaim, the Indemnifying Party shall Indemnitor will immediately pay to the Claimant Indemnitee the full agreed upon amount of the claimClaim. If the Claimant Indemnitor and the Indemnifying Party Indemnitee do not agree within said such period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedyprovisions of Part 7 will apply. (cb) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunderThird Party Claim, the Indemnifying Party shall Indemnitor will have the right right, at its own expense, to participate in or assume control of the defense negotiation, settlement or defence of such claimThird Party Claim and, and in such event, the Claimant shall cooperate fully with Indemnitor will reimburse the Indemnifying PartyIndemnitee for all the Indemnitee's out-of-pocket expenses as a result of such participation or assumption. If the Indemnifying Party Indemnitor elects to assume control of the defense of any third-party claimsuch control, the Claimant shall Indemnitee will co-operate with the Indemnitor, will have the right to participate in the defense negotiations, settlement or defence of such claim Third Party Claim at its own expense and retain separate co-counsel at will have the Indemnifying Party's expense; provided if requested right to participate at Indemnifying Party's request or if disagree on reasonable grounds with the Claimant reasonably believes (based upon an opinion selection and retention of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select in which case counsel reasonably satisfactory to the ClaimantIndemnitor and the Indemnitee will be retained by the Indemnitor. The Indemnifying If the Indemnitor, having elected to assume such control, thereafter fails to defend any such Third Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary termsClaim within a reasonable time, the Claimant's consent (not to Indemnitee will be unreasonably withheld or delayed). (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party does not elect entitled to assume such control or otherwise participate in and the defense of any third party claim, it shall Indemnitor will be bound by the results obtained by the Claimant Indemnitee with respect to such claimThird Party Claim and will reimburse the Indemnitee for all its out-of-pocket expenses as a result of such assumption. (c) The obligation of the Indemnitor to indemnify the Indemnitee in respect of Claims will also be subject to the following: (i) in the event that any Third Party Claim is of a nature such that the Indemnitee is required by applicable law to make a payment to any third party with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnitee may make such payment and the Indemnitor will, forthwith after demand by the Indemnitee, reimburse the Indemnitee for any such payment. If the amount of any liability of the Indemnitee under the Third Party Claim in respect of such a payment was made as finally determined, in less than the amount which was paid by the Indemnitor to the Indemnitee, the Indemnitee will, forthwith after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnitor; (ii) except in the circumstances contemplated by (i) above, and whether or not the Indemnitor assumes control of the negotiation, settlement or defence of any Third Party Claim, the Indemnitee will not negotiate, settle, compromise, or pay any Third Party Claim except with the prior written consent of the Indemnitor; (iii) the Indemnitee will not permit any right of appeal in respect of any Third Party Claim to terminate without giving the Indemnitor notice thereof and an opportunity to contest such Third Party Claim; and (iv) the Indemnitee and the Indemnitor will co-operate fully with each other with respect to Third Party Claims and will keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes available).

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) 11.4.1. The party claiming indemnification (the "ClaimantCLAIMANT") shall give -------- reasonably prompt notice to the party from whom indemnification is claimed (the "Indemnifying PartyINDEMNIFYING PARTY") of any claim, whether between the parties or brought by a ------------------ third party, specifying: specifying (i) the factual basis for such claim claim; and (ii) the amount of the claim, if ascertainable. If the claim relates to an action, suit or proceeding filed by a third party against Claimant, such notice shall be given promptly by Claimant within ten (10) Business Days to the Indemnifying Party after written notice of such action, suit or proceeding is received by Claimant. (b) 11.4.2. Following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have twenty (20) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) 30 days to make such investigation of the claim as the Indemnifying Party Company deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 2030-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. (c) 11.4.3. With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for actual and reasonable out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim and retain separate co-counsel at its own expense. If the Indemnifying Party's expense; provided if requested Party does not elect to assume control or otherwise participate at Indemnifying Party's request or if in the defense of any third-party claim, it shall be bound by the results obtained by the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary termssuch claim 11.4.4. In the event that the Indemnifying Party assumes control of the defense of any claim by a third party, the Claimant's Indemnifying Party shall have the right to consent (or otherwise agree to any monetary settlement, but shall not have the right to consent or otherwise agree to any non-monetary settlement or relief, including, without limitation, injunctive relief, without the prior written consent of the Claimant which shall not be unreasonably withheld or delayed). (d) 11.4.5. If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every reasonable effort to reach a decision with respect thereto as expeditiously as possible. (e) If 11.4.6. The indemnification rights provided in Sections 11.2 and 11.3 shall extend to the Indemnifying Party does not elect to assume control or otherwise participate affiliates. shareholders, directors, officers, employees and representatives of the Claimant, although, for the purpose of the procedures set forth in the defense of this Section 11.4. any third party claim, it indemnification claims by such parties shall be bound made by and through the results obtained by the Claimant with respect to such claimClaimant.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (ai) The party claiming indemnification (the "Claimant") ), shall give -------- reasonably prompt notice to the party from whom indemnification identification is claimed (the "Indemnifying Party") of any claim, claim whether between the parties or brought by a ------------------ third party, specifying: (ia) the factual basis for such claim and (iib) the amount of the claim. If the claim relates to an action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten (10) Business Days days after written notice of such action, suit or proceeding is received by Claimant. (bii) Following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have twenty (20) Business Days 20 days (or such shorter period of time as may be it required to respond to the subject litigation or proceeding) to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the tot he Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree, the parties shall use their reasonable efforts to negotiate a resolution of such dispute within said period (or any mutually agreed upon extension thereof.) If the parties fail to agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim and retain separate co-counsel at the Indemnifying Party's expense; provided if requested to participate at Indemnifying Party's request or if the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed). (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third party claim, it shall be bound by the results obtained by the Claimant with respect to such claim.